Ind. Code § 23-1-45-5

This is the official text of Ind. Code § 23-1-45-5, part of Indiana’s Code — part of the compiled statutory law of Indiana, published by the state as "Code." Browse the sections below, each linked to its official government source.

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Continuance of corporate existence; winding up affairs; effect of dissolution

Official statutory text

Sec. 5. (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

(1) collecting its assets;

(2) disposing of its properties that will not be distributed in kind to its shareholders;

(3) discharging or making provision for discharging its liabilities;

(4) distributing its remaining property among its shareholders according to their interests; 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) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;

(3) subject its directors or officers to standards of conduct different from those prescribed in IC 23-1-33 through IC 23-1-37;

(4) change:

(A) quorum or voting requirements for its board of directors or shareholders;

(B) provisions for selection, resignation, or removal of its directors, or officers, or both; or

(C) provisions for amending its bylaws;

(5) prevent commencement of a proceeding by or against the corporation in its corporate name;

(6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

(7) terminate the authority of the registered agent of the corporation.

As added by P.L.149-1986, SEC.29.

Status: in_force · Read it on the official government site

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About this page: Statute text is reproduced from official government publishers via the Open US Law dataset (Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine (Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.