Effect of Dissolution

(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 Article 8;

(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; COL372014 CH. 28 GUAM BUSINESS CORPORATION ACT

(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.