(1) A dissolved corporation continues its corporate existence but may not carry on any business except as is appropriate to wind up and liquidate its business and affairs, including:
(a) Collecting its assets;
(b) Disposing of its properties that will not be distributed in kind to its shareholders;
(c) Discharging or making provision for discharging its liabilities;
(d) Distributing its remaining property among its shareholders according to their interests; and
(e) Doing every other act necessary to wind up and liquidate its business and affairs.
(2) Dissolution of a corporation does not:
(a) Transfer title to the corporation's property;
(b) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;
(c) Subject its directors or officers to standards of conduct different from those prescribed in article 108 of this title;
(d) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws or its articles of incorporation;
(e) Prevent commencement of a proceeding by or against the corporation in its name; or
(f) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.
(3) A dissolved corporation may dispose of claims against it pursuant to sections 7-90- 911 and 7-90-912.
Source: L. 93: Entire article added, p. 824, § 1, effective July 1, 1994. L. 2004: (2)(e) amended, p. 1508, § 282, effective July 1. L. 2006: (3) added, p. 881, § 75, effective July 1.
Notes of Decisions
Michaelson v. Michaelson, 939 P.2d 835 (Colo. 1997).
· cites it 2× “Section 7-114-105(2) of the Colorado Business Corporation Act provides, in relevant part, that: (2) Dissolution of a corporation does not: (a) Transfer title to the corporation's property [[Image here]] 9 .”
Awanderlust Travel, Inc. v. Kochevar, 21 P.3d 876 (Colo. Ct. App. 2001).
· cites it 4× “In pertinent part, § 7-114-105, C.R.S. 2000, provides: (1) A dissolved corporation continues its corporate existence but may not carry on any business except as is appropriate to wind wp and liquidate its business and affairs, including: (a) Collecting its assets; (b) Disposing…”
Abraham Lincoln Opportunity Found. v. Comm'r, 80 T.C.M. 252 (Tax Ct. 2000).
“Thus, Petitioner, is not barred from commencing this proceeding simply because its corporate status has been dissolved; if actual tax dollars were involved, there would be no question it would have a right to proceed.”
Colo. Rev. Stat. § 7-114-105(2): 3 cases
Michaelson v. Michaelson, 939 P.2d 835 (Colo. 1997).
“Section 7-114-105(2) of the Colorado Business Corporation Act provides, in relevant part, that: (2) Dissolution of a corporation does not: (a) Transfer title to the corporation's property [[Image here]] 9 .”
Awanderlust Travel, Inc. v. Kochevar, 21 P.3d 876 (Colo. Ct. App. 2001).
“In pertinent part, § 7-114-105, C.R.S. 2000, provides: (1) A dissolved corporation continues its corporate existence but may not carry on any business except as is appropriate to wind wp and liquidate its business and affairs, including: (a) Collecting its assets; (b) Disposing…”
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