Ohio § 1701.88

§ 1701.88.

(A) When a corporation is dissolved voluntarily, when the articles of a corporation have

been canceled, or when the period of existence of the corporation specified in its

articles has expired, the corporation shall cease to carry on business and shall do

only such acts as are required to wind up its affairs, or to obtain reinstatement

of the articles in accordance with section 1701.07 , 1701.921 , 1785.06 , or 5733.22 of the Revised Code , or are permitted upon reinstatement by division (C) of section 1701.922 of the Revised Code , and for such purposes it shall continue as a corporation for a period of five years

from the dissolution, expiration, or cancellation.  A court acting pursuant to section 1701.89 of the Revised Code may extend the five-year period allowed under this division. (B) The voluntary dissolution of a corporation, cancellation of the articles of a corporation,

expiration of the period of existence of a corporation, appointment of a receiver

to wind up the affairs of the corporation, or other action to dissolve a corporation

under this chapter shall not eliminate or impair any remedy available to or against

the corporation or its directors, officers, or shareholders for any right or claim

existing, or liability incurred, prior to the dissolution, if either of the following

brings such an action: (1) The corporation within the time limits otherwise permitted by law; (2) Any other person before five years after the date of the dissolution or within the

time limits otherwise required by section 1701.881 of the Revised Code or any other provision of law, whichever is less. (C) Any claim existing or action or proceeding pending by or against the corporation

or which would have accrued against it may be prosecuted to judgment, with right of

appeal as in other cases, but any proceeding, execution, or process, or the satisfaction

or performance of any order, judgment, or decree, may be stayed as provided in section 1701.89 of the Revised Code .  Any action, suit, or proceeding begun by or against the corporation within the time

limits established in division (B) of this section shall not abate, and the corporation

shall, solely for the purpose of such action, suit, or proceeding, be continued as

a body corporate beyond the five-year period and until any judgments, orders, or decrees

are fully executed, without the necessity for any court order required under division

(A) of this section. (D) The directors of the corporation and their successors shall act as a board of directors

in accordance with the articles and regulations until the affairs of the corporation

are completely wound up.  Subject to the orders of courts of this state having jurisdiction over the corporation

acting pursuant to section 1701.89 of the Revised Code , the directors shall proceed as speedily as is practicable to a complete winding

up of the affairs of the corporation.  For that purpose, the directors may exercise all the authority of the corporation.  Without limiting the generality of such authority, they may do all of the following: (1) Fill vacancies; (2) Elect officers; (3) Appoint agents, liquidators, or other entities or persons to carry out the winding

up of the corporation's business; (4) Carry out contracts of the corporation; (5) Make new contracts; (6) Borrow money; (7) Mortgage or pledge the property of the corporation as security; (8) Sell its assets at public or private sale; (9) Make conveyances in the corporate name; (10) Lease real estate for any term, including ninety-nine years renewable forever; (11) Settle or compromise claims in favor of or against the corporation; (12) Employ one or more persons as liquidators to wind up the affairs of the corporation

with such authority as the directors see fit to grant; (13) Cause the title to any of the assets of the corporation to be conveyed to such liquidators

for that purpose; (14) Apply assets to the payment of obligations; (15) Distribute the remainder of the assets either in cash or in kind among the shareholders

according to their respective rights and interests after paying or adequately providing

for the payment of all known obligations of the corporation under section 1701.882 of the Revised Code and for claims that have not been made known to the corporation or that have not

arisen but that, based on facts known to the corporation, are likely to arise or to

become known to the corporation within five years after the date of dissolution or

such longer period of time as the directors or a court acting under section 1701.89 of the Revised Code may determine, not to exceed ten years after the date of dissolution; (16) Perform all other acts necessary or expedient to the winding up of the affairs of

the corporation. Division (E) of section 1701.76 of the Revised Code applies to the disposition of a voluntarily dissolved corporation's assets by its

directors. (E) At any time during the winding up of its affairs, the corporation by its directors

may make application to have the winding up continued under supervision of the court,

as provided in section 1701.89 of the Revised Code . (F) If any property right of a corporation is discovered after the winding up of the

corporation, any member or members of the board of directors that wound up the affairs

of the corporation, or a receiver appointed by the court, may enforce the property

right, collect and divide the assets discovered among the persons entitled to those

assets, and prosecute actions or proceedings in the corporate name of the corporation.  Any assets collected under this division shall be distributed and disposed of in

accordance with any applicable court order or, in the absence of a court order, in

accordance with this section. (G) In the event a receiver is appointed to wind up the affairs of the corporation, or

an action is commenced under section 1701.91 of the Revised Code to dissolve the corporation, the five-year period specified in divisions (A) and

(B)(2) of this section shall not commence until: (1) The effective date of dissolution under division (J) of section 1701.86 of the Revised Code , if a certificate of dissolution is filed under that section;  or (2) The date of filing of a certified copy of an order of dissolution in the office of

the secretary of state under division (D) of section 1701.91 of the Revised Code .