{"data":{"id":"us-ut/utah-code-16-10a-1405","jurisdiction":"us-ut","citation":"Utah Code § 16-10a-1405","heading":"Effect of dissolution.","body":"(1) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:\n(a) collecting its assets;\n(b) disposing of its properties that will not be distributed in kind to its shareholders;\n(c) discharging or making provision for discharging its liabilities;\n(d) distributing its remaining property among its shareholders according to their interests; and\n(e) doing every other act necessary to wind up and liquidate its business and affairs.\n(2) Dissolution of a corporation does not:\n(a) transfer title to the corporation's property;\n(b) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;\n(c) subject its directors or officers to standards of conduct different from those prescribed in Part 8, Directors and Officers;\n(d) change:\n(i) quorum or voting requirements for its board of directors or shareholders;\n(ii) provisions for selection, resignation, or removal of its directors or officers or both; or\n(iii) provisions for amending its bylaws or its articles of incorporation;\n(e) prevent commencement of a proceeding by or against the corporation in its corporate name;\n(f) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or\n(g) terminate the authority of the registered agent of the corporation.","path":["Title 16 Corporations","Chapter 16-10a Utah Revised Business Corporation Act","Part 16-10a-14 Dissolution"],"source_url":"https://le.utah.gov/xcode/Title16/Chapter10a/16-10a-S1405.html","current_through":"2026 General Session","vintage":"","retrieved_at":"2026-09-03T11:34:33Z","sha256":"ee408d42ad183f5626a5f755e954a8fc7ad84f0ea432c520196a0bd18425c4a0","source_id":"us-ut","stale":false,"prev":"us-ut/utah-code-16-10a-1404","next":"us-ut/utah-code-16-10a-1406"},"notice":"GroundRules: Original legal text. Not legal advice."}