Who controls a company's assets, and its records, in an ABC, receivership or closure?

The short answer: follow the document that moved control

In an assignment for the benefit of creditors (ABC), the assignee controls the company's assets once the assignment is made, and that includes intangible assets such as email archives, CRM history, code repositories and shared drives. Former officers no longer hold authority over those assets, so they cannot sponsor a data license on their own. The same logic applies in every distressed setting: find the person the legal process put in charge, and start there.

Who that is depends on the proceeding: an assignee in an ABC, a receiver within the terms of the appointment order, a trustee in Chapter 7, usually the debtor in possession in Chapter 11, and the board and officers in an informal wind-down. Each answer comes with its own approvals and its own clock, because systems are often switched off early to stop subscription costs.

State law governs ABCs and receiverships and varies widely, and bankruptcy adds court approval. Treat the table below as a map for asking the right question, then confirm with the controlling party's counsel.

Who controls the assets in each kind of proceeding?

What does an ABC actually transfer?

Everything the assignment document covers, which is usually all of the company's assets. A company in financial distress transfers its assets to an assignee who holds them in trust, sells them and distributes the proceeds to creditors; the open textbook The Law of Commercial Transactions describes the mechanics and notes that a common-law assignment does not by itself discharge the unpaid balance of the debts.

Procedures differ by state. Florida, for example, sets out a statutory procedure in Chapter 727 of the Florida Statutes, with proceedings supervised by the circuit court, a priority order for claims, and a final report from the assignee before discharge. Other states rely more on common law or have their own statutes, so the first question is always which state's law governs the assignment.

For company records, three practical consequences follow:

• The assignee, not former management, decides whether records are preserved, licensed or abandoned.
• Any license payment joins the other proceeds and is distributed to creditors under the applicable priority rules.
• The assignee's budget drives the shutdown schedule, and cloud tenants and SaaS subscriptions are often among the first costs cut.

How do bankruptcy trustees and debtors in possession differ?

In Chapter 7 a trustee takes over and sells the estate's property; in Chapter 11 the debtor ordinarily keeps possession and control of its assets as debtor in possession and proposes a plan, according to the federal judiciary's Chapter 11 overview. Either way, the use, sale or lease of estate property outside the ordinary course runs through section 363 of the Bankruptcy Code and the court.

Personal information carries an extra condition. Under section 363(b)(1), if the debtor's privacy policy prohibited transferring personally identifiable information to unaffiliated parties when the case began, the trustee may not sell or lease that information unless the sale is consistent with the policy or the court approves it after a consumer privacy ombudsman is appointed. Section 332 has the U.S. trustee appoint one disinterested ombudsman no later than 7 days before the hearing. In the 23andMe bankruptcy in 2025, the appointed ombudsman recommended that any transfer of customers' genetic or personal data be barred without renewed opt-in consent.

Tickets, project histories and internal documents are a different asset from a consumer database, but they still contain names and contact details. Agreeing redaction rules before any work begins is what keeps a license consistent with the promises the company made.

Who signs in an informal wind-down?

When a company closes without any proceeding, its board and officers keep authority over its assets, subject to the governing documents and state corporate law. The sponsor is easier to find, but the timeline is harder: there is no court calendar, only a last payroll, a lease end and a stack of subscription renewals.

A wound-down company can still qualify if the data still exists, the company had 50+ full-time employees at peak (contractors excluded), it has several years of documented operations, and someone with authority can sign. When the payroll system is already gone, the guide to finding a private company's employee count and peak headcount lists other places the number survives.

Why is an introduction without the controlling party a red flag?

Because nobody else can grant the rights. When a court officer or assignee controls the assets and has not been involved, SourceX treats the introduction as a red flag rather than a lead. A former founder, an ex-CTO with administrator credentials or a creditor holding a copy of the CRM cannot license what they do not control, and any buyer will ask who signed and under what authority.

Bringing the controlling party in at the start avoids wasted work and protects the partner, because it shows the introduction respected the process.

How does this apply in common partner situations?

How do you reach the controlling party before systems are retired?

Move quickly and go through counsel. In a closing company, records are lost far more often to cancelled subscriptions than to deliberate deletion.

Partners never export or handle the records themselves. Preservation is the fiduciary's job, done under their authority, and SourceX works with the controlling party on inventory and redaction rules, with delivery only after an executed agreement and their authorization.

The introduction email builder can draft a version addressed to a fiduciary rather than an owner.

Disclosure and referral compensation

Court officers and the professionals around them answer to the estate, so be explicit. Tell the fiduciary up front if you would earn a referral reward, and check whether your own engagement terms or the court limit outside compensation. The question of whether you have to disclose a referral fee covers the general rules by profession.

Partners earn 25% of the eligible platform fees SourceX actually collects from the referred company's licensing deals, capped at $100,000 per referred company. Rewards become payable only after the buyer pays and SourceX receives its fee. The reward comes out of SourceX's fee, never from the estate's proceeds, and no reward is guaranteed.

Questions to ask the fiduciary's counsel

1. Under which state's law, or which court's order, does the assignee, receiver or trustee act?
2. Do the controlling party's powers cover licensing intangible assets, or only selling them?
3. Is court approval or creditor notice needed before a license is signed?
4. Did the company's privacy policy or customer contracts restrict transfers of personal information?
5. Which systems are scheduled for cancellation, and on what dates?
6. Who still has administrator access and could run an export under the fiduciary's direction?

This is general information, not legal, tax or financial advice. Confirm with your own counsel, tax adviser or professional body before acting.

Next step

Identify who controls the assets today and send the preservation question before the next subscription is cancelled. When the controlling party is open to assessing the records, register as a partner and make the introduction through their counsel; the sequence after that is on how it works. If the business may later be sold as a going concern, the guides to data licenses in reps and warranties and to change-of-control and assignment clauses cover what a buyer will check.