(1) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (a) Preserving and protecting its assets and minimizing its liabilities; (b) Discharging or making provision for discharging its liabilities and obligations; (c) Disposing of its properties that will not be distributed in kind; (d) Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition; (e) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; (f) If no provision has been made in its articles or bylaws for distribution of assets on dissolution, it may transfer, subject to any contractual or legal requirement, its assets: (i) To one (1) or more persons described in section 501(c)(3) of the internal revenue code; or (ii) To its members or, if it has no members, to those persons whom the corporation holds itself out as benefitting or serving; and (g) Doing every other act necessary to wind up and liquidate its assets and affairs. (2) Dissolution of a corporation does not: (a) Transfer title to the corporation's property; (b) Subject its directors or officers to standards of conduct different from those prescribed in sections 30-3-80 and 30-3-85 , Idaho Code; (c) Change quorum or voting requirements for its board or members; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws; (d) Prevent commencement of a proceeding by or against the corporation in its corporate name; (e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (f) Terminate the authority of the registered agent.
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