Tennessee § 48-24-105 - Effect of dissolution.

§ 48-24-105. Effect of dissolution.

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: Collecting its assets; Conveying and disposing of its properties that will not be distributed in kind to its shareholders; Discharging or making provision for discharging its liabilities; Distributing its remaining property among its shareholders according to their interests; and Doing every other act necessary to wind up and liquidate its business and affairs. Dissolution of a corporation does not: Transfer title to the corporation's property; Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; Subject its directors or officers to standards of conduct different from those prescribed in chapter 18 of this title; Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws; Prevent commencement of a proceeding by or against the corporation in its corporate name; Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or Terminate the authority of the registered agent of the corporation. Acts 1986, ch. 887, § 14.05. Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), No. 5-901.