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During winding up, directors of a dissolved corporation know about a disputed landlord claim but distribute nearly all cash to shareholders.
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Because the claim is disputed, the directors must ignore it and distribute all cash to shareholders immediately. A dissolved corporation has no ability to pay creditors once dissolution papers are filed. The directors should make reasonable provision for the known claim before distributing remaining assets to shareholders. Shareholders always take dissolved-corporation assets free of any obligation to return improper distributions.

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