A. A dissolved corporation continues its corporate existence but may not transact any business except that appropriate to wind up and liquidate its business and affairs, including: 1. Collecting its assets; 2. Disposing of its properties; 3. Discharging or making provision for discharging its liabilities; 4. Distributing its remaining property; 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. Subject its directors to standards of conduct different from those prescribed in § 13.1-870; 3. Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation, or removal of its directors or officers; or change provisions for amending its bylaws; 4. Prevent commencement of a proceeding by or against the corporation in its corporate name; 5. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or 6. Terminate the authority of the registered agent of the corporation. 1985, c. 522; 2007, c. 925.
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