8 Del. C. § 282(c): a stockholder's liability for the dissolved company's claims is capped at what it received (8 Del. C. § 282)
A stockholder who received proceeds in a dissolution can be made to return them to an unpaid creditor, up to the amount it received, never more.
Dated 21 Oct 2026Source checked 21 Oct 2026Basis: primary text
In the source's own words
“The aggregate liability of any stockholder of a dissolved corporation for claims against the dissolved corporation shall not exceed the amount distributed to such stockholder in dissolution.”
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