New Jersey § 15a:12-15

§ 15a:12-15.

a. Except as a court may otherwise direct, a dissolved corporation shall continue

its corporate existence but shall not carry on activities except for the purpose of

winding up its affairs by: (1) Collecting its assets; (2) Fulfilling or discharging its contracts; (3) Conveying for cash or upon deferred payments, with or without security, those

of its assets as are not to be distributed in kind to its members; (4) Paying, satisfying and discharging its debts and other liabilities; and (5) Doing all other acts required to liquidate its activities and affairs. b. Subject to the provisions of subsection a. of this section, and except as otherwise

provided by court order, the corporation, its officers, trustees and members shall

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

in the same manner as if dissolution had not occurred. In particular, and without limiting the generality of the foregoing: (1) The trustees of the corporation shall not be deemed to be trustees of its assets

and shall be held to no greater standard of conduct than that prescribed by section 15A:6-14 ; (2) Title to the corporation's assets shall remain in the corporation until transferred

by it in the corporate name; (3) The dissolution shall not change quorum or voting requirements for the board or

members, nor shall it alter provisions regarding election, appointment, resignation

or removal of, or filling vacancies among, trustees or officers, or provisions regarding

amendment or repeal of bylaws or adoption of new bylaws; (4) Memberships which were transferable prior to the dissolution, may thereafter be

transferred; (5) The corporation may sue and be sued in all courts and participate in actions and

proceedings, whether judicial, administrative, arbitrative or otherwise, in its corporate

name, and process may issue by and against the corporation in the same manner as if

dissolution had not occurred; (6) No action brought against any corporation prior to its dissolution shall abate

by reason of the dissolution. c. The dissolution of a corporation shall not affect any remedy available to or against

the corporation, its trustees, officers or members, for any right or claim existing

or any liability incurred before the dissolution, except as provided in section 15A:12-12 (jurisdiction of Superior Court to supervise dissolution and liquidation) or 15A:12-19

(filing or barring claims).