Delaware Code (Titles 8, 9, 25, 30)
8 Del. C. § 282
Liability of stockholders of dissolved corporations
# (a)
A stockholder of a dissolved corporation the assets of which were distributed pursuant to § 281(a) or (b) of this title shall not be liable for any claim against the corporation in an amount in excess of such stockholder’s pro rata share of the claim or the amount so distributed to such stockholder, whichever is less.
# (b)
A stockholder of a dissolved corporation the assets of which were distributed pursuant to § 281(a) of this title shall not be liable for any claim against the corporation on which an action, suit or proceeding is not begun prior to the expiration of the period described in § 278 of this title.
# (c)
The aggregate liability of any stockholder of a dissolved corporation for claims against the dissolved corporation shall not exceed the amount distributed to such stockholder in dissolution.
Amendment history
56 Del. Laws, c. 50; 66 Del. Laws, c. 136, § 40; 71 Del. Laws, c. 339, §§ 57, 58
Source: view the official text
In this title (40 sections)
- 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…
- 8-303 · Proceeding under the Federal Bankruptcy Code of the United…
- 8-311 · Revocation of voluntary dissolution; restoration of expired…
- 8-312 · Revival of certificate of incorporation
- 8-313 · Revival of certificate of incorporation or charter of exempt…