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: (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 business and affairs.(b) Dissolution of a corporation does 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 chapter 8 of this title; (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 ard 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; or (7) terminate the authority of the registered agent of the corporation. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
Vermont Legal Code