17-16-1405. 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: (i) Collecting its assets; (ii) Disposing of its properties that will not be distributed in kind to its shareholders; (iii) Discharging or making provision for discharging its liabilities; (iv) Distributing its remaining property among its shareholders according to their interests; and (v) Doing every other act necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation does not: (i) Transfer title to the corporation's property; (ii) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; (iii) Subject its directors or officers to standards of conduct different from those prescribed in article 8; (iv) 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; (v) Prevent ts 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; (v) Prevent commencement of a proceeding by or against the corporation in its corporate name; (vi) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (vii) Terminate the authority of the registered agent of the corporation. 17-16-1405. 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: (i) Collecting its assets; (ii) Disposing of its properties that will not be distributed in kind to its shareholders; (iii) Discharging or making provision for discharging its liabilities; (iv) Distributing its remaining property among its shareholders according to their interests; and (v) Doing every other act necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation does not: (i) Transfer title to the corporation's property; (ii) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; (iii) Subject its directors or officers to standards of conduct different from those prescribed in article 8; (iv) 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; (v) Prevent ts 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; (v) Prevent commencement of a proceeding by or against the corporation in its corporate name; (vi) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (vii) Terminate the authority of the registered agent of the corporation.
Wyoming Legal Code