N.Y. Business Corporation Law § 1006: Corporate action and survival of remedies after dissolution

§ 1006. Corporate action and survival of remedies after dissolution.

(a) A dissolved corporation, its directors, officers and shareholders

may continue to function for the purpose of winding up the affairs of

the corporation in the same manner as if the dissolution had not taken

place, except as otherwise provided in this chapter or by court order.

In particular, and without limiting the generality of the foregoing:

(1) The directors of a dissolved corporation shall not be deemed to be

trustees of its assets; title to such assets shall not vest in them, but

shall remain in the corporation until transferred by it in its corporate

name.

(2) Dissolution shall not change quorum or voting requirements for the

board or shareholders, or provisions regarding election, appointment,

resignation or removal of, or filling vacancies among, directors or

officers, or provisions regarding amendment or repeal of by-laws or

adoption of new by-laws.

(3) Shares may be transferred and determinations of shareholders for

any purpose may be made without closing the record of shareholders until

such time, if any, as such record may be closed, and either the board or

the shareholders may close it.

(4) The corporation may sue or be sued in all courts and participate

in actions and proceedings, whether judicial, administrative,

arbitrative or otherwise, in its corporate name, and process may be

served by or upon it.

(b) The dissolution of a corporation shall not affect any remedy

available to or against such corporation, its directors, officers or

shareholders for any right or claim existing or any liability incurred

before such dissolution, except as provided in sections 1007 (Notice to

creditors; filing or barring claims) or 1008 (Jurisdiction of supreme

court to supervise dissolution and liquidation).