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.
8 Del. C. 1953,
§
278;
56 Del. Laws, c. 50;
66 Del. Laws, c. 136,
§
36;
77 Del. Laws, c. 290,
§
26;
Notes of Decisions
Cited in
46
cases (
11 in the last 5 years), 1952–2026 · leading case:
Marnavi S.p.A. v. Keehan, 900 F. Supp. 2d 377 (D. Del. 2012).
Marnavi S.p.A. v. Keehan, 900 F. Supp. 2d 377 (D. Del. 2012).
· cites it 3× “§ 3114, and no derivative claim is stated against them for breach of fiduciary duty, because APS was “otherwise dissolved” for purposes of 8 Del. C. § 278 on March 1, 2004, more than three years prior to the filing of suit, and thus in June 2008, APS no longer had the capacity…”
United States Ex Rel. Landis v. Tailwind Sports Corp., 51 F. Supp. 3d 9 (D.D.C. 2014).
· cites it 2× “at 5 (citing 8 Del. C. § 278). The Tailwind defendants recognize that the relator filed his initial complaint on June 10, 2010 — before the three-year winding-up period ended on Decem *30 ber 31, 2010 — but they argue that the relator’s lawsuit did not commence until they were…”
Judy Ripalda v. Am. Operations Corp., 977 F.2d 1464 (D.C. Cir. 1992).
· cites it 2× “, bodies corporate for the purpose of prosecuting and defending suits_” 8 Del.Code Ann. § 278. Relying upon this statute she argued that AOC, despite its earlier dissolution, was still suable as a Delaware corporation at the time she filed her complaint.”
Pereira v. Cogan, 267 B.R. 500 (S.D.N.Y. 2001).
“First, 8 Del. C. § 278, which is controlling, permits a dissolved corporation only to “close its affairs” and not to revisit “the business for which it was established.”
Ross v. Venezuelan-Am. Indep. Oil Pro. Ass'n, Inc., 230 F. Supp. 701 (D. Del. 1964).
· cites it 3× “8 Del.C. § 278 provides that a dissolved corporation shall be continued a body corporate for a term of three years after dissolution for the purpose of prosecuting and defending actions, suits, or “proceedings” by or against it, and to enable it gradually to settle and close its…”
Tani v. FPL/Next Era Energy, 811 F. Supp. 2d 1004 (D. Del. 2011).
“See 8 Del. C. § 278. .Under Delaware’s long-arm statute, the Court may exercise jurisdiction over any non *1015 resident, or a personal representative, who in person or through an agent: (1) transacts any business or performs any character of work or service in the State; (2)…”
Doucot v. IDS Scheer, Inc., 734 F. Supp. 2d 172 (D. Mass. 2010).
“8 Del.C. § 278. Section 278 does not apply here for the following reasons.”
United States v. P. F. Collier & Son Corp., 208 F.2d 936 (7th Cir. 1953).
“11, 8 Del.C. § 278, and it appears desirable to set forth this section in its entirety, The section is entitled “Continuation of Corporation after Dissolution for Purposes of Suit, etc.”
Patterson v. Missouri Valley Steel, Inc., 625 P.2d 483 (Kan. 1981).
“” *486 Section 278 of the Delaware corporation code, 8 Del. C. Ann. § 278, after which K.S.A. 17-6807 is patterned, reads: “§ 278.”
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