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On dissolution or final liquidation of the corporation, any assets of the corporation remaining after the discharge of all liabilities shall be distributed—(a) as provided by the board of directors; and (b) in compliance with the charter and bylaws. (Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1354; Pub. L. 119–57, § 8, Dec. 12, 2025, 139 Stat. 712.) Historical and Revision Notes RevisedSectionSource (U.S. Code)Source (Statutes at Large) 7051236:585.Aug. 24, 1954, ch. 911, § 15, 68 Stat. 800. The word “satisfaction” is omitted as included in “discharge”, and the word “obligations” is omitted as included in “liabilities”. The word “outstanding” is omitted as unnecessary. Editorial Notes Amendments2025—Pub. L. 119–57 amended section generally. Prior to amendment, text read as follows: “On dissolution or final liquidation of the corporation, any assets remaining after the discharge of all liabilities shall be deposited in the Treasury of the United States as a miscellaneous receipt.”

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