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W. Va. Code § 31D-14-1405

Effect of dissolution

Applied in 2 court decisions — leading case 232 W. Va. 145 - AIG Domestic Claims, Inc. and Commerce and Industry Insurance Company v. Hess Oil Company, Inc. (2013)

Most recently applied in 232 W. Va. 145 - AIG Domestic Claims, Inc. and Commerce and Industry Insurance Company v. Hess Oil Company, Inc. (October 2013)

(a) A dissolved corporation continues its corporate existence but may not carry on any business except those 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 article eight of this chapter;

(4) 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;

(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, if any.

Official source: West Virginia Legislature. Reproduced from public-domain West Virginia statutes; confirm against the official source for the current text. Not legal advice.