Delaware Code (Titles 8, 9, 25, 30)
8 Del. C. § 278
Continuation of corporation after dissolution for purposes of suit and winding up affairs
All corporations, whether they expire by their own limitation or are otherwise dissolved, shall nevertheless be continued, for the term of 3 years from such expiration or dissolution or for such longer period as the Court of Chancery shall in its discretion direct, bodies corporate for the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or against them, and of enabling them gradually to settle and close their business, to dispose of and convey their property, to discharge their liabilities and to distribute to their stockholders any remaining assets, but not for the purpose of continuing the business for which the corporation was organized. With respect to any action, suit or proceeding begun by or against the corporation either prior to or within 3 years after the date of its expiration or dissolution, the action shall not abate by reason of the dissolution of the corporation; the corporation shall, solely for the purpose of such action, suit or proceeding, be continued as a body corporate beyond the 3-year period and until any judgments, orders or decrees therein shall be fully executed, without the necessity for any special direction to that effect by the Court of Chancery.
Sections 279 through 282 of this title shall apply to any corporation that has expired by its own limitation, and when so applied, all references in those sections to a dissolved corporation or dissolution shall include a corporation that has expired by its own limitation and to such expiration, respectively.
Amendment history
56 Del. Laws, c. 50; 66 Del. Laws, c. 136, § 36; 77 Del. Laws, c. 290, § 26
Source: view the official text
In this title (40 sections)
- 8-256 · Merger or consolidation of domestic and foreign nonstock…
- 8-257 · Merger or consolidation of domestic stock and nonstock…
- 8-258 · Merger or consolidation of domestic and foreign stock and…
- 8-259 · Status, rights, liabilities, of constituent and surviving or…
- 8-260 · Powers of corporation surviving or resulting from merger or…
- 8-261 · Remedies; appointment of stockholder representatives; effect of…
- 8-262 · Appraisal rights [For application of this section, see 81 Del.…
- 8-263 · Merger or consolidation of domestic corporations and…
- 8-264 · Merger or consolidation of domestic corporations and limited…
- 8-265 · Conversion of other entities to a domestic corporation [For…
- 8-266 · Conversion of a domestic corporation to other entities [For…
- 8-267 · Merger of parent entity and subsidiary corporation or…
- 8-268 · Amendments to certificate of incorporation of the surviving…
- 8-271 · Sale, lease or exchange of assets; consideration; procedure
- 8-272 · Mortgage or pledge of assets
- 8-273 · Dissolution of joint venture corporation having 2 stockholders
- 8-274 · Dissolution before issuance of shares or beginning of business;…
- 8-275 · Dissolution generally; procedure
- 8-276 · Dissolution of nonstock corporation; procedure
- 8-277 · Payment of franchise taxes before dissolution, merger, transfer…
- 8-278 · Continuation of corporation after dissolution for purposes of…
- 8-279 · Trustees or receivers for dissolved corporations; appointment;…
- 8-280 · Notice to claimants; filing of claims
- 8-281 · Payment and distribution to claimants and stockholders
- 8-282 · Liability of stockholders of dissolved corporations
- 8-283 · Jurisdiction
- 8-284 · Revocation or forfeiture of charter; proceedings
- 8-285 · Dissolution or forfeiture of charter by decree of court; filing
- 8-291 · Receivers for insolvent corporations; appointment and powers
- 8-292 · Title to property; filing order of appointment; exception
- 8-293 · Notices to stockholders and creditors
- 8-294 · Receivers or trustees; inventory; list of debts and report
- 8-295 · Creditors’ proofs of claims; when barred; notice
- 8-296 · Adjudication of claims; appeal
- 8-297 · Sale of perishable or deteriorating property
- 8-298 · Compensation, costs and expenses of receiver or trustee
- 8-299 · Substitution of trustee or receiver as party; abatement of…
- 8-300 · Employee’s lien for wages when corporation insolvent
- 8-301 · Discontinuance of liquidation
- 8-302 · Compromise or arrangement between corporation and creditors or…