§415-105 Survival of remedy after dissolution. The dissolution of a corporation either (1) by the filing of the articles of dissolution by the director, or (2) by a decree of court when the court has not liquidated the assets and business of the corporation as provided in this chapter, or (3) by expiration of its period of duration, shall not take away or impair any remedy available to or against the corporation, its directors, officers, or shareholders, for any right or claim existing, or any liability incurred, prior to the dissolution if an action or other proceeding thereon is commenced within two years after the date of the dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The shareholders, directors, and officers shall have power to take the corporate or other action as shall be appropriate to protect such remedy, right, or claim. If the corporation was dissolved by the expiration of its period of duration, the corporation may amend its articles of incorporation at any time during the two-year period so as to extend its period of duration. [L 1983, c 167, pt of §1; am L 1985, c 270, §4; am L 1987, c 135, §73]