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      RS 12:1-1405     


§1-1405.  Effect of dissolution

A.  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 any of the following:

(1)  Collecting its assets.

(2)  Disposing of its properties that will not be distributed in kind to its shareholders.

(3)  Discharging or making reasonable provision for discharging its liabilities.

(4)  Distributing its remaining property among its shareholders according to their interests.

(5)  Doing every other act necessary to wind up and liquidate its business and affairs.

B.  Dissolution of a corporation does not do any of the following:

(1)  Transfer title to the corporation's property.

(2)  Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records.

(3)  Subject its directors or officers to standards of conduct different from those prescribed in Part 8 of this Chapter.

(4)  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.

(5)  Prevent commencement of a proceeding by or against the corporation in its corporate name.

(6)  Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.

(7)  Terminate the authority of the registered agent of the corporation.

C.  The limitation imposed by Subsection A of this Section on the business to be conducted by a dissolved corporation does not do either of the following:

(1)  Require the corporation to discontinue operations in any part of its business that the corporation plans to sell as a going concern in connection with the winding up and liquidation of the corporation's affairs.

(2)  Affect any right acquired by a third person before the third person knows or has reason to know that the corporation is dissolved.

D.  The filing of articles of dissolution by a corporation does not by itself give a third person knowledge or reason to know that the corporation is dissolved.

E.  The provisions of Code of Civil Procedure Articles 692 and 740 do not apply to a dissolved corporation that has not been terminated.  A dissolved and unterminated corporation continues to be the proper party plaintiff under Code of Civil Procedure Article 690 and the proper party defendant under Code of Civil Procedure Article 739.  An action by or against a terminated corporation is governed by R.S. 12:1-1443.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.

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