{"data":{"id":"us-al/ala.-code-10a-2a-14.05","jurisdiction":"us-al","citation":"Ala. Code § 10A-2A-14.05","heading":"Effect of Dissolution.","body":"(a) A dissolved corporation continues its existence as a corporation but may not carry on any business except as is appropriate to wind up and liquidate its business and affairs, including:\n(1) collecting its assets;\n(2) disposing of its properties that will not be distributed in kind to stockholders;\n(3) discharging or making provisions for discharging its liabilities;\n(4) distributing its remaining property among its stockholders according to their interests; and\n(5) doing every other act necessary to wind up and liquidate its business and affairs.\n(b) In winding up its business and affairs, a corporation may:\n(1) preserve the corporation’s business and affairs and property as a going concern for a reasonable time;\n(2) prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative;\n(3) transfer the corporation’s assets;\n(4) resolve disputes by mediation or arbitration;\n(5) merge or convert in accordance with Article 9 or 11 of this chapter or Article 8 of Chapter 1; and\n(6) enter into a stock exchange in accordance with Article 11 of this chapter.\n(c) Dissolution of a corporation does not:\n(1) transfer title to the corporation’s property;\n(2) prevent transfer of its stock or securities;\n(3) subject its directors or officers to standards of conduct different from those prescribed in Article 8 of this chapter ;\n(4) change (i) quorum or voting requirements for its board of directors or stockholders;\n(ii) provisions for selection, resignation, or removal of its directors or officers or both; or\n(iii) provisions for amending its bylaws;\n(5) prevent commencement of a proceeding by or against the corporation in its corporate name;\n(6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or\n(7) terminate the authority of the registered agent of the corporation.\n(d) A distribution in liquidation under this section may only be made by a dissolved corporation. For purposes of determining the stockholders entitled to receive a distribution in liquidation, the board of directors may fix a record date for determining stockholders entitled to a distribution in liquidation, which date may not be retroactive. If the board of directors does not fix a record date for determining stockholders entitled to a distribution in liquidation, the record date is the date the board of directors authorizes the distribution in liquidation.","path":["Title 10A Alabama Business and Nonprofit Entities Code.","Chapter 2A Alabama Business Corporation Law.","Article 14 Dissolution.","Division A Voluntary Dissolution."],"source_url":"https://alison.legislature.state.al.us/code-of-alabama?section=10A-2A-14.05","current_through":"Act 2026-611","vintage":"","retrieved_at":"2026-09-03T14:01:53Z","sha256":"2c156d9e9a59f81e7ab62265a09a8b3dcfac41b317cccbda64ace85a7d530ede","source_id":"us-al","stale":false,"prev":"us-al/ala.-code-10a-2a-14.04","next":"us-al/ala.-code-10a-2a-14.06"},"notice":"GroundRules: Original legal text. Not legal advice."}