Kentucky Statutes 273.302 – Effect of dissolution
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(1) A dissolved corporation shall continue its corporate existence but shall not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:
(a) Collecting its assets;
(b) Disposing of its properties in accordance with KRS § 273.303;
(c) Discharging or making provision for discharging its liabilities including, as appropriate, entering into agreements with creditors for the satisfaction thereof; and
(d) Doing every other act necessary to wind up and liquidate its business and affairs.
(2) Dissolution of a corporation shall not:
(a) Transfer title to the corporation’s property;
(b) Subject its directors or officers to standards of conduct different from those prescribed in KRS § 273.161 to KRS § 273.390;
(c) 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 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;
(f) Terminate the authority of the registered agent of the corporation;
(g) Alter the obligations and responsibilities of the corporation as prescribed by applicable federal or state law with regard to the filing or examination of all federal and state tax returns or the payment, assessment, or collection of any federal or state tax due with respect to those returns; or
(h) Abate or suspend KRS § 273.187(2).
Effective: June 24, 2015
History: Created 2015 Ky. Acts ch. 34, sec. 73, effective June 24, 2015.
(a) Collecting its assets;
Terms Used In Kentucky Statutes 273.302
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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.
- Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- Federal: refers to the United States. See Kentucky Statutes 446.010
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Quorum: The number of legislators that must be present to do business.
- State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
(b) Disposing of its properties in accordance with KRS § 273.303;
(c) Discharging or making provision for discharging its liabilities including, as appropriate, entering into agreements with creditors for the satisfaction thereof; and
(d) Doing every other act necessary to wind up and liquidate its business and affairs.
(2) Dissolution of a corporation shall not:
(a) Transfer title to the corporation’s property;
(b) Subject its directors or officers to standards of conduct different from those prescribed in KRS § 273.161 to KRS § 273.390;
(c) 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 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;
(f) Terminate the authority of the registered agent of the corporation;
(g) Alter the obligations and responsibilities of the corporation as prescribed by applicable federal or state law with regard to the filing or examination of all federal and state tax returns or the payment, assessment, or collection of any federal or state tax due with respect to those returns; or
(h) Abate or suspend KRS § 273.187(2).
Effective: June 24, 2015
History: Created 2015 Ky. Acts ch. 34, sec. 73, effective June 24, 2015.