8 Del. C. § 281(c): directors who follow the claims procedure are not personally liable (8 Del. C. § 281(c))
Directors who wind up through the statutory claims procedure or a plan of distribution are protected from the company's creditors; directors who skip it are not.
Dated 21 Oct 2026Source checked 21 Oct 2026Basis: primary text
In the source's own words
“Directors of a dissolved corporation or governing persons of a successor entity which has complied with subsection (a) or (b) of this section shall not be personally liable to the claimants of the dissolved corporation.”
Where it was read
Also read from the same source
- Does the company selling the data own it, and has someone with authority approved the sale?
- Has the board approved the licence, and do investor agreements or charters give investors a veto over selling or licensing key assets?
- 8 Del. C. § 278 (continuation of dissolved corporation) (8 Del. C. § 278)
- 8 Del. C. § 281(b): plan of distribution of a dissolved Delaware corporation (8 Del. C. § 281(b))
- 8 Del. C. § 271(a): selling all or substantially all assets needs a stockholder vote (8 Del. C. § 271(a))
- 8 Del. C. § 275(b): dissolution needs a majority of the outstanding voting stock (8 Del. C. § 275(a)-(c))
Figures it counts in
It is shown on its own, not counted into a figure.
Cited in this guide