AZ LAW BOOK

3. Disposing of its properties that will not be distributed in kind. 4. Returning, transferring or conveying assets held by the corporation on a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition. 5. Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws. 6. If no provision has been made in its articles of incorporation or bylaws for distribution of assets on dissolution and the corporation is organized for charitable, religious, eleemosynary, benevolent, educational or similar purposes, to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation. 7. If no provision has been made in its articles of incorporation or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefitting or serving. 8. Doing every other act necessary to wind up and liquidate its assets and affairs. B. Dissolution of a corporation does not: 1. Transfer title to the corporation's property, except as provided in section 10-11421. 2. Subject its directors or officers to standards of conduct that are different from those prescribed in chapter 31 of this title. 3. 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. 4. Prevent commencement of a proceeding by or against the corporation in its corporate name or any officers, directors or members or affect applicable statutes of limitations. 5. Abate or suspend a proceeding pending by or against the corporation or any officers, directors or members on the effective date of dissolution. 6. Terminate the authority of the statutory agent of the corporation. 10-11406. Known claims against dissolved corporation A. A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. B. The dissolved corporation shall notify its known claimants in writing of the dissolution at any time and from time to time after its effective date. The written notice shall: 1. Describe information that shall be included in a claim. 2. Provide a mailing address where a claim may be sent. 3. State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim. 4. State that the claim will be barred if not received by the deadline. C. A claim against the dissolved corporation is barred either: 1. If a claimant who was given written notice under subsection B of this section does not deliver the claim to the dissolved corporation by the deadline. 2. If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice. D. For purposes of this section, claim does not include a contingent claim. Notwithstanding the foregoing, a claim that is contingent as of the effective date of dissolution but later ripens into a known claim or a claim based on an event occurring after the effective date of dissolution may be disposed of at such later time by the dissolved corporation by following the procedures described in subsections B and C. 10-11407. Unknown claims against dissolved corporation A. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. B. The notice shall: 1. Be published one time in a newspaper of general circulation in the county where the dissolved corporation's known place of business is or was last located. 2. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent.

Page 335

Law Book Revised 11.02.2017