Current through codified legislation effective October 30, 2024
Section 29-312.05 - Effect of dissolution(a) A dissolved corporation continues its corporate existence but shall not carry on any activities except that appropriate to wind up and liquidate its business and affairs, including:(1) Collecting its assets;(2) Disposing of its properties that will not be distributed in kind to its shareholders;(3) Discharging or making provision for discharging its liabilities;(4) Distributing its remaining property among its shareholders according to their interests; and(5) Doing every other act necessary to wind up and liquidate its activities and affairs.(b) Dissolution of a corporation shall not:(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 subchapter VI of this chapter;(4) Change:(A) Quorum or voting requirements for its board of directors or shareholders;(B) Provisions for selection, resignation, or removal of its directors or officers, or both;(C) 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; or(7) Terminate the authority of the registered agent of the corporation.July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(c)(29), 59 DCR 13171.Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.