(a) A dissolved nonprofit corporation continues its existence as a nonprofit corporation but may not carry on any activity except as is appropriate to wind up and liquidate its activities and affairs, including:

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Terms Used In Alabama Code 10A-3A-11.07

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • certificate of incorporation: as used in this chapter is synonymous to the term certificate of formation used in Chapter 1. See Alabama Code 10A-3A-1.02
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • property: includes both real and personal property. See Alabama Code 1-1-1
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Quorum: The number of legislators that must be present to do business.
(1) collecting its assets;
(2) disposing of its properties that will not be distributed in kind;
(3) discharging or making provisions for discharging its liabilities;
(4) distributing its remaining property among as required by law, its certificate of incorporation, bylaws, and as approved when the dissolution was authorized; and
(5) doing every other act necessary to wind up and liquidate its activities and affairs.
(b) In winding up its activities and affairs, a dissolved nonprofit corporation may:

(1) preserve the nonprofit corporation’s activities and affairs and property as a going concern for a reasonable time;
(2) prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative;
(3) transfer the nonprofit corporation’s assets;
(4) resolve disputes by mediation or arbitration; and
(5) merge or convert in accordance with Article 12 or 13 of this chapter or Article 8 of Chapter 1.
(c) Dissolution of a nonprofit corporation does not:

(1) transfer title to the nonprofit corporation’s property;
(2) subject its directors or officers to standards of conduct different from those prescribed in Article 8;
(3) change:

(i) quorum or voting requirements for its board of directors or members;
(ii) provisions for selection, resignation, or removal of its directors or officers or both; or
(iii) provisions for amending its bylaws;
(4) prevent commencement of a proceeding by or against the nonprofit corporation in its corporate name;
(5) abate or suspend a proceeding pending by or against the nonprofit corporation on the effective date of dissolution; or
(6) terminate the authority of the registered agent of the nonprofit corporation.
(d) A distribution in liquidation under this section may only be made by a dissolved nonprofit corporation.
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