KRS 271B.14-050: Effect of dissolution.

(1) A dissolved corporation shall continue its corporate existence but may not carry on

any business except that appropriate to wind up and liquidate its business and

affairs, including:

(a) Collecting its assets;

(b) Disposing of its properties that will not be distributed in kind to its

shareholders;

(c) Discharging or making provision for discharging its liabilities, including as

appropriate, entering into agreements with creditors for the satisfaction

thereof;

(d) Distributing its remaining property among i ts shareholders according to their

interests; and

(e) Doing every other act necessary to wind up and liquidate its business and

affairs.

(2) Dissolution of a corporation shall not:

(a) Transfer title to the corporation's property;

(b) Prevent transfer of i ts shares or securities, although the authorization to

dissolve may provide for closing the corporation's share transfer records;

(c) Subject its directors or officers to standards of conduct different from those

prescribed in Subtitle 8 of this chapter;

(d) Change quorum or voting requirements for its board of directors or

shareholders; change provisions for selection, resignation, or removal of its

directors or officers or both; or change provisions for amending its bylaws;

(e) Prevent commencement of a p roceeding by or against the corporation in its

corporate name;

(f) Abate or suspend a proceeding pending by or against the corporation on the

effective date of dissolution;

(g) Terminate the authority of the registered agent of the corporation;

(h) Alter the obligations and responsibilities of the corporation as prescribed by

applicable federal or state law with regard to the filing or examination of all

federal and state tax returns or the payment, assessment, or collection of any

federal or state tax due with respect to those returns; or

(i) Abate or suspend KRS 271B.6-220.