Who Owns a Dissolved Company's Data, and Who Can Sell It?

The company owns its data, not its founders and not its investors, and dissolving does not change that. A dissolved Delaware corporation keeps existing for three years after its dissolution, or longer if the Court of Chancery directs, so that it can settle its affairs and "dispose of and convey" its property, and it acts through its board of directors. After that, or whenever nobody is left to act, the Court of Chancery can appoint a trustee or receiver who takes charge of what the company still owns. Investors have a say at two points: they vote on the dissolution itself, and the model venture charter makes the preferred investors' consent a condition of dissolving, winding up or selling substantially all of the company's assets. The money a sale brings is the company's too: it pays the company's creditors first, and what is left goes to the stockholders in the order the charter sets, which under the model charter pays the preferred investors before the common stock, founders' shares included.

This guide is for the founder, director, investor or adviser of a company that has closed or is closing and still has records worth something: its code, its Slack or Teams history, its email, tickets and documents. AI buyers now run tracks for exactly these companies ( micro1 runs a programme for companies that have shut down, and Ooak and Turing take closed companies' records), so the question of who may sell arrives fast, often with an offer attached. The guide sets out who owns the records at each stage of a closing, who can sign a sale or a licence, when the investors must agree, where the money goes, what changes in an assignment for the benefit of creditors or a bankruptcy, and how the answer differs in England and Wales and in Canada. Every legal statement links to the text of the statute or document it rests on.

A word on who is writing. AIData.Broker acts as the holder's agent in sales of company records to AI buyers: the holder itself licenses or sells its data to the buyer, and we do not take ownership of it. That makes us a party in this market, so read the statutes we link rather than taking our summary on trust.

This guide is research from public sources, not legal advice.

Contents

1. The short answer, by where the company stands
2. Why the company owns the records, not the founders
3. What dissolution changes, and what it does not
4. Do the investors have to approve the sale?
5. Who gets the money
6. When the assets have passed to someone else
7. Outside the United States: England and Wales, and Canada
8. A worked example: a Delaware startup that dissolved in the spring
9. What to gather before you talk to a buyer
10. Questions people ask
11. What this means for you

The short answer, by where the company stands

Who owns a closed company's records, and who can sign for them, depends less on the records than on the legal state the company is in. A company that has stopped operating but never filed anything is still an ordinary company. A company that filed a certificate of dissolution is in a defined winding-up period. A company that assigned its assets to an assignee, or filed for bankruptcy, no longer controls them at all. And a company whose charter went void for unpaid franchise tax cannot act until it is revived. The first job is to know which of these you are in, from the state register, not from memory.

The table below gives the answer for each state. Delaware, where many US startups are incorporated, comes first; states that follow the Model Business Corporation Act, England and Wales, and Canada's federal statute follow. Each row links the statute that decides it.

Three things are true in every row. The founders, as founders, own none of it: they act for the company only if they hold an office that lets them. The investors, as investors, own none of it either: they hold shares, and their say comes through votes and the charter. And whoever signs, the buyer pays the company (or the assignee, trustee or liquidator), never a person.

Why the company owns the records, not the founders

A company's Slack workspace, email tenancy, code repositories and document drives were bought, configured and paid for by the company, and the records in them were made in the company's business. They are company property in the same way its bank account is. A Delaware corporation's affairs are managed by or under the direction of its board of directors, so a decision to sell or license them is the board's decision, carried out by whoever the board authorises. A founder who is the CEO and a director can sign, but as the company's officer, under the board's authority, and for the company's account.

The same is true of what employees wrote. Code, documents and messages an employee produced in the course of the job are, under US copyright law, works made for hire, and for those the employer is considered the author and owns the copyright unless a signed writing says otherwise. Most startups also have every employee and contractor sign an invention and IP assignment, and a buyer's counsel will ask to see them: the rights check on IP assignments wants signed assignments for every contributor, with any gaps listed and left out of the sale. A founder who wrote most of the code in the company's first year, before any assignment was signed, may have a gap to close there; it is the exception that proves the rule.

What a founder or employee kept is not title. A former founder with a laptop full of exported Slack history holds a copy, not the right to license it: the right stays with the company (or whoever the company's assets passed to). Buyers have learned this the hard way. One buyer's head of environments described being offered a large company's codebase for millions of dollars by a group that turned out to have an illicit copy it was shopping to every data vendor. That is why buyers now ask for authority before anything else: Turing says it can only buy artifacts from someone with admin authority, Ooak asks a closing company for the document showing who holds signing authority up front, and Mercor's intake asks the person to confirm they own the materials or may share them without restrictions. The rights check on authority to sell states the same test: the entity that collected the data is the licensor, and someone with authority has approved the licence in writing.

The point matters for founders in a second way. A founder who sells company records as if they were personal property is not only selling something they cannot give: they are taking money that belongs to the company's creditors and stockholders, which is where the claims against them would come from. The guide to employee emails and chats covers the separate question of what employees' own messages in those records allow.

What dissolution changes, and what it does not

Dissolution is a filing, not a disappearance. In Delaware a corporation dissolves when its board adopts a resolution and a majority of the outstanding stock entitled to vote approves it (or every voting stockholder consents in writing), and a certificate of dissolution is filed with the Secretary of State. From then on the company may not carry on its business, but it continues for three years, or longer if the Court of Chancery directs, "for the purpose of prosecuting and defending suits" and "to dispose of and convey their property, to discharge their liabilities and to distribute to their stockholders any remaining assets". A sale or licence of its records is exactly the kind of act that continuation exists for.

During that continuation the company still acts through its directors. The statute speaks of the judgment of the directors of the dissolved corporation on how claims are provided for, and it protects directors who follow the claims procedure: they shall not be personally liable to the claimants. So the people who sign a records sale for a dissolved Delaware company are its directors, or an officer acting on their resolution, exactly as before; what has changed is what they may do (wind up, not trade) and what they must do with the money (pay or provide for claims, then distribute).

Two things can end or suspend that power. The first is time. When the continuation runs out, the company's own board can no longer act for it, but the property does not vanish: on the application of any creditor, stockholder or director, or anyone who shows good cause, at any time, the Court of Chancery may appoint trustees or receivers to take charge of the company's property and do what the company could have done. The same route serves a company whose directors all resigned at closing and left nobody to sign. The second is a void charter. A Delaware company that stopped paying its franchise tax or filing its annual report for a year has a void charter, and all its powers are declared inoperative. A startup that simply stopped paying can end up here without ever filing a dissolution, and such a company can sell nothing until it files a certificate of revival, which it may do at any time, regaining its powers and property.

A company that dissolved recently can also change its mind: within the continuation period it may revoke its dissolution. That is rarely needed for a records sale, since the continuation already allows one, but it matters if the buyer wants an ongoing relationship (refreshes of the data, help with questions) that a winding-up company cannot give.

Outside Delaware the shape is similar. States that follow the Model Business Corporation Act say that a dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate, which includes disposing of its property; the section itself sets no end date (Washington's text, which follows the Model Act, is the one linked here). Each state's own reinstatement and claims rules differ, so a company incorporated outside Delaware should read its own state's code before relying on the Delaware periods above.

What dissolution does not change is who owns the records. Nothing in these statutes passes a dissolved company's property to its founders, its investors or its last employees. It stays with the company until the company sells it, distributes it, or (in some countries, below) loses it to the state.

Do the investors have to approve the sale?

This is the question closing founders ask most, and for a venture-backed Delaware company the answer is yes in up to three ways. Which of them apply you find out by reading the company's own documents, not by asking the buyer.

They vote on the dissolution itself

A Delaware dissolution needs the vote of a majority of the outstanding stock entitled to vote, and investors who hold voting preferred stock are part of that majority. The investors' approval of the dissolution is the natural place to settle what happens to the company's assets: the board's resolution, the stockholders' consent and any plan of dissolution can name the sale of the company's records (and the process for it) expressly. A sale the approved dissolution and its plan cover is the safest kind.

A sale of most of what is left needs the stockholders

Outside a dissolution, Delaware requires a stockholder vote for any sale of all or substantially all of a company's property and assets: the board approves it, and a majority of the outstanding voting stock must authorise it. For an operating company, a licence of its records is rarely "substantially all" of what it owns. For a closing company whose product is switched off, whose team has gone and whose cash is spent, the records and the code may be most of what is left, and a sale of them can meet that test.

Whether a sale made during the winding up of a dissolution the stockholders already approved needs a second vote under that section, the statute does not say. Our reading is the cautious one: treat a sale of most of the remaining assets as needing the stockholders' authority, and get it either through the dissolution approval and its plan or through a fresh written consent. A buyer's counsel will take the same view; the rights check on board and stockholder consent asks for the board resolution and any investor consent on file before a licence is signed.

The charter can give preferred investors a veto

Venture-backed companies issue preferred stock under a charter that adds protective provisions, and Delaware lets the charter set the rights preferred stock has on dissolution or any distribution of assets. The National Venture Capital Association publishes a model certificate of incorporation for venture financings, and its protective provisions say the company shall not, without the consent of the required preferred holders, liquidate, dissolve or wind up its business or effect a deemed liquidation event. And it defines a deemed liquidation event to include the sale, lease, transfer, exclusive license or other disposition of all or substantially all the company's assets.

Two consequences follow. First, if your charter follows the model, the investors had to consent to the dissolution, and their consent is the natural place to have covered the asset sale. Second, the model names an exclusive licence of substantially all assets alongside a sale. A non-exclusive licence is not in that list, though "other disposition" is broad, so an exclusive deal for a closing company's main records is the case most likely to need the preferred holders' consent in its own right. The guide to exclusive and non-exclusive licences covers what exclusivity is worth; this is one more cost of it.

Your own charter may differ from the model: the consent threshold, the list of protected actions and the drafting all vary by financing. Read the protective provisions section of the charter on file with the state, and the investors' rights and voting agreements, before you reply to any offer.

Buyers and services make you promise it

Whatever the statute says, the paperwork will ask. SimpleClosure's terms for selling a closing startup's assets have the company warrant that it has given every required notice to, and obtained every required consent from, the employees, contractors, customers, investors and vendors whose personal information is in the assets. A buyer's licence typically carries a warranty of authority in the same spirit. Signing that warranty without the consents in hand is how a founder ends up personally exposed. Lenders are the other party with a say: a lender that holds security over the company's assets or IP may need to consent in writing unless the loan documents already permit the licence.

Who gets the money

The proceeds of a records sale belong to the company, and Delaware law sets the order in which they leave it. The dissolved company pays its claims and obligations first, by priority, and "any remaining assets shall be distributed to the stockholders". If it does not follow the statutory notice procedure, it must adopt a plan of distribution that pays or makes reasonable provision for all claims, including those likely to arise later. Unpaid vendors, final payroll and payroll taxes, landlords and lenders come before any stockholder.

Among the stockholders, the charter decides. Under the model venture charter, on any liquidation, dissolution or winding up the preferred holders are paid out of the assets available for distribution, before any payment to the holders of common stock, up to the liquidation amount the charter sets for each series. Only what is left after that reaches the common stock, which is where founders' and employees' shares sit in a venture-backed company.

For most closing startups this order decides who sees anything. Companies that shut down through SimpleClosure in the first half of 2026 had a median of $13,000 in the bank (non-AI companies) and $30,000 (AI companies) when they stopped, and public sales of a closed startup's archive have mostly been between $10,000 and $100,000 per company. A records sale in that range usually goes to creditors, and then to the preferred investors, before it reaches anyone holding common stock. A larger sale changes that: a company with years of linked records and a competitive process can sell for far more (the bankrupt Spirit Airlines' corporate records drew a $10 million agreement with Google, still awaiting the bankruptcy court's approval at a hearing moved to 6 November 2026), and that is when the common stock can start to matter.

Two rules protect the people who handle the money, and both cut against shortcuts. Directors who follow the statutory procedure or a plan of distribution are not personally liable to the company's creditors; directors who pay out the proceeds without providing for the claims lose that protection. And a stockholder who received proceeds can be made to return them to an unpaid creditor, though never more than the amount distributed to that stockholder. So the order is not a formality: a sale whose money skips the creditors can be unwound against the people who received it.

One practical consequence: decide who receives the buyer's payment before you sign. Some wind-down services receive the buyer's payment and distribute the proceeds themselves; a buyer dealing directly, or one found through an agent such as AIData.Broker, pays the company, which then distributes under its plan. The guide to when buyers actually pay covers the timing, which matters for a company that wants to close its books.

When the assets have passed to someone else

Sometimes the answer to "who owns it" is no longer the company, because the company handed all its assets to someone whose job is to sell them for the creditors. The two common routes in the United States are an assignment for the benefit of creditors and a bankruptcy.

An assignment for the benefit of creditors

An assignment for the benefit of creditors (an ABC) is a state-law alternative to bankruptcy: the company signs over all its assets to an independent assignee, who sells them and pays the creditors. Delaware replaced its old ABC statute with the Uniform Assignment for the Benefit of Creditors Act on 10 June 2026. Under it, the assignee obtains the rights, title, and interests of the assignor in the assigned assets, records included, and unless the assignment agreement says otherwise may sell, lease, license, or otherwise dispose of them. From the day the agreement takes effect the assignee is the holder, and the company's former directors no longer sign anything about the records.

The act also keeps the assignee independent. An assignee may not be a creditor, an insider or an affiliate of the company, and may not hold an equity interest in the assignor beyond a non-controlling stake in a listed company. A founder or an investor therefore cannot be the assignee of their own company. The act does not itself say what corporate approval the company needs before it assigns all its assets; the same charter and stockholder questions as above apply to that decision. ABCs have produced real data sales: the assignee of Zulily sold its brand intellectual property and customer lists to Beyond, Inc. for $4.9 million.

Bankruptcy

In a bankruptcy the company's property becomes the estate, and a chapter 7 trustee's first duty is to collect and reduce to money the property of the estate. The trustee may sell or license estate property outside the ordinary course after notice and a hearing, and where the company's privacy policy promised not to transfer customers' personal information, only consistently with that promise or after a consumer privacy ombudsman reports and the court approves. Trustees do sell records this way, often for modest sums: a chapter 7 trustee sold one closed advisory firm's brand, customer lists and digital data for $5,000, while a chapter 11 trustee sold substantially all of a nonprofit software company's assets, its customer database included, for $400,000. The guide to selling customer data in bankruptcy covers the privacy rule and the precedents in depth; the point here is only that in bankruptcy, neither founders nor investors sign.

Outside the United States: England and Wales, and Canada

The answer changes sharply outside the United States, because both the UK and Canada send a dissolved company's remaining property to the state.

England and Wales. While a company is being wound up, its liquidator acts for it: in both a court and a voluntary winding up the liquidator may exercise any of the powers in Parts 1 to 3 of Schedule 4, which include the power to sell any of the company's property by public auction or private contract and to sign documents in the company's name. Once the company is dissolved, all property and rights it held are deemed to be bona vacantia and belong to the Crown, so no former director, member or liquidator can sell them for the company. The route back is restoration: a former director or member can apply to the registrar for administrative restoration of a company the registrar struck off, but not after six years from dissolution, and an application to the court for restoration is subject to the same six-year limit in all but personal injury cases. A restored company is deemed to have continued in existence as if it had not been dissolved, and can sell again. The practical lesson for a UK company: sell the records before it is dissolved, through its directors or its liquidator, or plan on restoration.

Canada. A corporation under the Canada Business Corporations Act that has started a voluntary liquidation ceases to carry on business except to the extent necessary for the liquidation, but continues to exist until it receives its certificate of dissolution, so it can still sell its records in that period. After dissolution, any property it had not disposed of vests in the Crown. Any interested person may apply to have the dissolved corporation revived, and property the Crown still holds is then returned to it. Provincial corporations are governed by their own provinces' acts, which this guide does not cover.

We run sales for holders based in the United States, the United Kingdom and Canada. For a holder in the UK or Canada, the guide for holders outside the US covers the other questions a cross-border sale raises.

A worked example: a Delaware startup that dissolved in the spring

An illustrative example, not a real company. A Delaware software startup raised a seed round and a Series A on the model venture charter. It stopped operating in the spring, its board (two founders and one investor director) and its stockholders approved a dissolution, and it filed its certificate of dissolution in June. It still holds its code, its Slack history and its support tickets. In October an AI buyer writes to one of the founders with an offer for "your Slack and code".

Who owns the records? The company. It dissolved in June, so it is inside its continuation and can still dispose of its property. The founder the buyer wrote to owns nothing in the records personally, and a copy on that founder's laptop changes nothing.

Who signs? The board, which still has its three directors. If the founders had resigned as directors when the company closed and nobody remained, the answer would be a trustee or receiver appointed by the Court of Chancery on a stockholder's or creditor's application. The buyer will ask for the authority document up front, as Ooak does: here, a board resolution approving the licence and naming who signs.

Do the investors have to agree? Read three documents. The stockholders' consent to the dissolution, and any plan of dissolution: if they authorise the sale of the company's remaining assets, that covers this sale. The charter's protective provisions: on the model, the preferred holders had to consent to the dissolution, and an exclusive licence of the company's main records may also be a deemed liquidation event needing their consent in its own right. And any loan documents, for a lender's consent. If the dissolution approval did not mention an asset sale, a short written consent from the stockholders (including the preferred majority the charter names) costs little and removes the question.

Where does the money go? To the company's account, then out in the statutory order: the claims the company still owes are paid or provided for first, then the preferred investors receive their liquidation amount, and only then does anything reach the common stock. If the sale brings less than the company's remaining debts, the creditors take it all. If it brings more than the debts but less than the preferred investors' liquidation amount, the investors take the rest. Founders holding common stock see money only above both.

What should the board do before replying? Check the deadlines first: a cancelled Slack or Google Workspace subscription starts a deletion clock, and the deletion countdown shows each system's window. Then confirm the rights questions a buyer's counsel will ask (customer contracts, employees' messages, privacy promises, IP assignments), compare the offer against what buyers publish and what has been paid (the offer check does this), and put the same description in front of more than one buyer before the board approves any licence. In the one public auction of a company's records, the last offer reached 2.5x the first bid.

What to gather before you talk to a buyer

Every buyer that takes closed companies' records asks the same questions, in roughly this order. Gathering the answers first turns a negotiation about authority into a negotiation about price.

1. The company's standing on its register. For Delaware, a certificate of status or of dissolution showing the dissolution date, so the continuation can be counted, and that the charter is not void; for England and Wales, the Companies House page and any insolvency case; for Canada, the corporate registry extract.
2. The signer and the document behind them. The board resolution approving the licence and naming who signs, or the appointment of a trustee, receiver, assignee, liquidator or bankruptcy trustee.
3. The stockholder and investor approvals. The dissolution consent and plan, any separate consent to the asset sale, and the charter's protective provisions with the required preferred majority's consent where they apply.
4. Lender consent, where a lender held security over the company's assets or IP.
5. IP assignments for everyone who wrote the code and documents, with any gaps listed.
6. The privacy notices in force when the records were collected, the customer contracts that might reserve customer data, and what employees were told; the rights check walks through each.
7. How each system was exported, by the company's own admin with the vendor's native export, so the export itself breaks no terms. The guide to preparing data for sale covers this step.
8. The plan for the money: who receives the buyer's payment, and how it is distributed under the plan.

The guide to what buyers check before buying shows what each buyer asks for in its own terms, and the rights reference lists every check with its sources.

Questions people ask

Can the founders sell their company's data after it shuts down? Not as their own property. The records belong to the company, and a founder can sign only as a director or an officer acting on the board's resolution, for the company's account. A dissolved Delaware company can still sell during its continuation, so a founder who is still a director is often the person who signs, but the money goes to the company.

Do investors have to approve the sale of a dissolved startup's data? In a venture-backed company, yes, in up to three ways. They vote on the dissolution, a sale of all or substantially all assets needs a stockholder majority, and the model venture charter requires the preferred holders' consent to dissolve or to sell substantially all assets. A sale covered by the approved dissolution and its plan, or by a fresh written consent, settles it.

Who gets the money when a closed company sells its data? The company, which then pays its creditors first and distributes the rest to stockholders in the charter's order. Under the model charter, the preferred investors are paid before the common stock. Founders holding common stock receive something only after both.

Can a company that dissolved years ago still sell its data? In Delaware, yes, through a trustee or receiver the Court of Chancery appoints at any time after dissolution, on the application of a creditor, stockholder or director. In England and Wales, only if the company is restored, which must be applied for within six years of dissolution in most cases.

Can a former employee or founder sell the copies they kept? No. A copy is not the right to license it, and code and documents made in the job belong to the employer as works made for hire. Buyers screen for this because they have been offered stolen archives before.

What if the company's Delaware charter is void for unpaid franchise tax? Then its powers are inoperative and nobody can sign for it until a certificate of revival is filed, which the company may do at any time. Revival restores its powers and its property.

Does an assignment for the benefit of creditors change who can sell? Yes. Under Delaware's act in force since 10 June 2026 the assignee takes the company's rights and title to the assets and may sell or license them; the company's directors no longer sign. The assignee must be independent and may hold no equity in the company.

What this means for you

If your company is closing, the sequence that protects everyone is short. Find out where the company stands on its register, and sell before the continuation runs out (or before dissolution, in the UK and Canada). Have the board approve the sale and name the signer. Make sure the stockholders' approval of the dissolution, or a separate consent, covers the sale, with the preferred holders' consent where the charter asks for it, and settle the plan for the money before the buyer pays. If the company is past its window, void, in an ABC or in bankruptcy, the person who signs is the court's appointee, the assignee or the trustee, and the work starts with them.

The records themselves are worth getting right: buyers with closed-company tracks ask for companies with at least fifty people at their peak and substantial Slack or Teams history, and a competitive sale can move the price far from the first offer. To see what your company's records might be worth before you answer anyone, start with a free valuation. To check an offer you already have, use the offer check. For the whole process of selling company records, read the guide to selling company data to AI labs, and for the choices a closing company has, the page for closed and insolvent companies.

AIData.Broker acts for holders based in the United States, the United Kingdom and Canada, including companies that are winding up or dissolved: whoever the law lets act for the company (its directors, a trustee, receiver or liquidator) accepts our mandate for it, our checks read its standing on the register, and the buyer pays the company. Our fee is a success fee on what the holder is actually paid, 12% of the first $250,000, 10% up to $1 million, 8% up to $3 million and 6% above $3 million, due only if a sale closes.