Dissolved Corporations

"A corporation shall give notice of a dissolution by certified or registered mail, return receipt requested, to each known creditor and to each person that has a claim against the corporation, including claims that are conditional, unmatured, or contingent upon the occurrence or nonoccurrence of future events. ORC § 1701.87

When a corporation is dissolved voluntarily, when the articles of a corporation have been canceled, or when the period of existence of the corporation specified in its articles has expired, the corporation shall cease to carry on business and shall do only such acts as are required to wind up its affairs, or to obtain reinstatement of the articles for a period of five years from the dissolution, expiration, or cancellation. A court may extend the five-year period. A dissolution, cancellation or expiration of a corporation does not eliminate or impair any remedy available to or against the corporation or its directors, officers, or shareholders for any right or claim existing, or liability incurred, prior to the dissolution, if certain conditions are met. ORC § 1701.88

Directors can be jointly and severally liable to the corporation if they vote for or assent to distribution of assets to shareholders during the winding up of the affairs of the corporation, on dissolution or otherwise, without the payment of all known obligations of the corporation or without making adequate provision for their payment. ORC § 1701.95"

Generally, a corporation cannot use dissolution as a defense to its contractual obligations as a defunct corporation remains amenable to suit so long as the action falls within the ambit of winding up its affairs.  Land Lakes, Inc. v. Nationwide Tanks, Inc. 2006-Ohio-4327 (Ohio Ct. App., Butler County 2006)