When any corporation organized under this chapter shall be dissolved in any manner whatever, the Court of Chancery, on application of any creditor, stockholder or director of the corporation, or any other person who shows good cause therefor, at any time, may either appoint 1 or more of the directors of the corporation to be trustees, or appoint 1 or more persons to be receivers, of and for the corporation, to take charge of the corporation’s property, and to collect the debts and property due and belonging to the corporation, with power to prosecute and defend, in the name of the corporation, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the corporation, if in being, that may be necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers may be continued as long as the Court of Chancery shall think necessary for the purposes aforesaid.
8 Del. C. 1953,
§
279;
56 Del. Laws, c. 50;
66 Del. Laws, c. 136,
§
37;
Notes of Decisions
Cited in
18
cases (
10 in the last 5 years), 1954–2026 · leading case:
Lockwood v. Ofb Corp., 305 A.2d 636 (Del. Ch. 1973).
Lockwood v. Ofb Corp., 305 A.2d 636 (Del. Ch. 1973).
“Weitz-el, appointed on April 28, 1966 by this Court for the benefit of creditors and shareholders under 8 Del.C. § 279; on October 13, 1967 Benjamin L.”
Photometric Prods. Corp. v. Radtke, 17 F.R.D. 103 (S.D.N.Y. 1954).
“Under those circumstances it would seem that in order to make a proper contract with Judson on April 10, 1939 the directors or officers of the defunct Photometric Products Corporation should have had a receiver or trustee appointed by the Chan-eery Court of Delaware and that…”
In re ADM Trade Resources, Inc. (Del. Ch. 2023).
· cites it 4× “2023-0392-BWD Dear Counsel: This final report resolves a motion to dismiss a petition for the appointment of a receiver for a dissolved corporation under 8 Del. C. § 279. The petitioner—a plaintiff in litigation before the Eastern Caribbean Supreme Court in the British Virgin…”
In Re Reinz Wisconsin Gasket, LLC (Del. Ch. 2026).
· cites it 3× “162 See 8 Del. C. § 279 (stating that the Court of Chancery may appoint a receiver over a dissolved corporation “on application of .”
Tratado de Libre Commercio, LLC v. Splitcast Tech. LLC (Del. Ch. 2019).
· cites it 2× “This court previously has determined that service of process can be made upon a defunct corporation under Chancery Rule 4(d)(7) and 8 Del. C. § 279 (“Section 279”).2 While decided in the context of efforts to serve a corporation, Krafft is persuasive authority in the alternative…”
In Re Reinz Wisonsin Gasket, LLC (Del. Ch. 2023).
“22 A defunct 15 I use the phrase “defunct entity” to refer to a cancelled alternative entity or a cancelled corporation after its three-year winding-up period in 8 Del.”
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