(a) If the stockholders of a corporation of this State, having only 2 stockholders each of which own 50% of the stock therein, shall be engaged in the prosecution of a joint venture and if such stockholders shall be unable to agree upon the desirability of discontinuing such joint venture and disposing of the assets used in such venture, either stockholder may, unless otherwise provided in the certificate of incorporation of the corporation or in a written agreement between the stockholders, file with the Court of Chancery a petition stating that it desires to discontinue such joint venture and to dispose of the assets used in such venture in accordance with a plan to be agreed upon by both stockholders or that, if no such plan shall be agreed upon by both stockholders, the corporation be dissolved. Such petition shall have attached thereto a copy of the proposed plan of discontinuance and distribution and a certificate stating that copies of such petition and plan have been transmitted in writing to the other stockholder and to the directors and officers of such corporation. The petition and certificate shall be executed and acknowledged in accordance with § 103 of this title.
(b) Unless both stockholders file with the Court of Chancery:
(1) Within 3 months of the date of the filing of such petition, a certificate similarly executed and acknowledged stating that they have agreed on such plan, or a modification thereof, and
(2) Within 1 year from the date of the filing of such petition, a certificate similarly executed and acknowledged stating that the distribution provided by such plan had been completed,
the Court of Chancery may dissolve such corporation and may by appointment of 1 or more trustees or receivers with all the powers and title of a trustee or receiver appointed under § 279 of this title, administer and wind up its affairs. Either or both of the above periods may be extended by agreement of the stockholders, evidenced by a certificate similarly executed, acknowledged and filed with the Court of Chancery prior to the expiration of such period.
(c) In the case of a charitable nonstock corporation, the petitioner shall provide a copy of any petition referred to in subsection (a) of this section to the Attorney General of the State of Delaware within 1 week of its filing with the Court of Chancery.
8 Del. C. 1953,
§
273;
56 Del. Laws, c. 50;
70 Del. Laws, c. 349,
§
23;
77 Del. Laws, c. 253,
§
59;
Notes of Decisions
Cited in
13
cases (
6 in the last 5 years), 1978–2025 · leading case:
Shawe v. Elting, 157 A.3d 152 (Del. 2017).
Shawe v. Elting, 157 A.3d 152 (Del. 2017).
· cites it 2× “9700-CB under 8 Del. C. § 273. Ms. Shawe‟s legal ownership of one percent of TPG made that statute inapplicable, and Elting appropriately withdrew that claim.”
Judson v. Davis, 916 So. 2d 1106 (La. Ct. App. 2005).
· cites it 2× “Davis, citing Delaware jurisprudence interpreting a near-identical statute, 8 Del. C. § 273, contends that the provision is intended to refer to a close corporation with two shareholders having equal interests, engaged in a common business endeavor having the attributes of a…”
In Re Arthur Treacher's Fish & Chips of Ft. Lauderdale, Inc., 386 A.2d 1162 (Del. Ch. 1978).
· cites it 3× “*1163 MARVEL, Chancellor: The motion before the Court in this case, which is concerned with the proposed dissolution of a joint venture pursuant to the provisions of 8 Del.C. Section 273, 1 seeks dismissal of respondent’s counterclaims and related prayers for relief, and asks…”
Benjamin Feldman v. YIDL Trust (Del. Ch. 2018).
· cites it 3× “(“Royston” or the “Company”) under 8 Del. C. § 273 and appointed a Receiver to dissolve the Company.”
Christopher Lundgren v. Alex Brola (Del. Ch. 2025).
· cites it 3× “After trial, I conclude that dissolution under 8 Del. C. § 273 is unavailable because the parties did not form a joint venture.”
In re: GR Burgr, LLC GR US Licensing, LP v. Rowen Seibel (Del. Ch. 2017).
· cites it 2× “56 Section 273 “sets forth three pre-requisites for a judicial order of dissolution: 1) the corporation must have two 50% stockholders, 2) those stockholders must be engaged in a joint venture, and 3) they must be unable to agree upon whether to discontinue the business or how…”
Benjamin Feldman v. YIDL Trust (Del. Ch. 2018).
· cites it 2× “12 On April 4, 2017, Benjamin filed a petition under 8 Del. C. § 273 to dissolve Royston and to appoint himself as a receiver to administer and wind up the affairs of the Company.”
Sanjiv Mehra v. Jonathan Teller (Del. Ch. 2021).
· cites it 2× “”); 8 Del. C. § 273(a) (“If the stockholders of a corporation of this State, having only 2 stockholders each of which own 50% of the stock therein, shall be engaged in the prosecution of a joint venture and if such stockholders shall be unable to agree upon the desirability of…”
In re: Shawe & Elting LLC (Del. Ch. 2015).
· cites it 3× “9700-CB under 8 Del. C. § 273. Ms. Shawe’s legal ownership of one percent of TPG made that statute inapplicable, and Elting appropriately withdrew that claim.”
Manti Holdings, LLC v. Authentix Acquisition Co., Inc. (Del. 2021).
“§ 223(a) (providing rules for filling vacancies on the board of directors which apply “[u]nless otherwise provided in the certificate of incorporation or bylaws”); 8 Del. C. § 273(a) (allowing either stockholder of a corporation owned by exactly two owners in equal shares to…”
— 8 Del. C. § 273(a) — 5 cases
Shawe v. Elting, 157 A.3d 152 (Del. 2017).
“9700-CB under 8 Del. C. § 273. Ms. Shawe‟s legal ownership of one percent of TPG made that statute inapplicable, and Elting appropriately withdrew that claim.”
Sanjiv Mehra v. Jonathan Teller (Del. Ch. 2021).
“”); 8 Del. C. § 273(a) (“If the stockholders of a corporation of this State, having only 2 stockholders each of which own 50% of the stock therein, shall be engaged in the prosecution of a joint venture and if such stockholders shall be unable to agree upon the desirability of…”
Manti Holdings, LLC v. Authentix Acquisition Co., Inc. (Del. 2021).
“§ 223(a) (providing rules for filling vacancies on the board of directors which apply “[u]nless otherwise provided in the certificate of incorporation or bylaws”); 8 Del. C. § 273(a) (allowing either stockholder of a corporation owned by exactly two owners in equal shares to…”
— 8 Del. C. § 273(b) — 3 cases
In Re Arthur Treacher's Fish & Chips of Ft. Lauderdale, Inc., 386 A.2d 1162 (Del. Ch. 1978).
“*1163 MARVEL, Chancellor: The motion before the Court in this case, which is concerned with the proposed dissolution of a joint venture pursuant to the provisions of 8 Del.C. Section 273, 1 seeks dismissal of respondent’s counterclaims and related prayers for relief, and asks…”
Benjamin Feldman v. YIDL Trust (Del. Ch. 2018).
“12 On April 4, 2017, Benjamin filed a petition under 8 Del. C. § 273 to dissolve Royston and to appoint himself as a receiver to administer and wind up the affairs of the Company.”
Annotations are extracted automatically from the opinions in the
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treatment. Dots show Syfertize treatment of the citing case itself.