(1) COMMENCEMENT OF ACTIONS OR PROCEEDINGS. Except as provided in s. 181.1406 (4), the dissolution of a corporation does not take away or impair any remedy available to or against the corpora- tion, its directors, officers or members, for any right or claim existing or any liability incurred, prior to such dissolution if action or other proceeding thereon is commenced within 2 years after the date of such dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors and officers have the power to take such corporate or other action as is appropriate to protect such remedy, right or claim. (2) ENFORCEMENT OF CLAIM AGAINST CORPORATION. A claim may be enforced under this section against any of the following: (a) The dissolved corporation, to the extent of its undistributed assets. (b) If the assets have been distributed in liquidation, any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee’s prorated share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee’s total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.
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