DGCL section 279: appointing a trustee or receiver for a dissolved Delaware corporation

What does DGCL section 279 do?

Section 279 of Title 8 of the Delaware Code, part of the Delaware General Corporation Law, gives the Delaware Court of Chancery power to appoint one or more trustees or receivers for a corporation after it has been dissolved. Their job is to take charge of the corporation's remaining assets and business, settle its affairs, and distribute what is left under the statute and the court's orders.

It matters here because dissolved companies sometimes turn out to hold assets nobody distributed, including years of email, shared drives, ticketing and finance archives. Someone must have authority over those assets before they can be licensed. Read the current text of 8 Del. C. section 279, and of section 278 on continuation for winding up, together with the Court of Chancery rules, and confirm the details with Delaware counsel. This is general information, not legal, tax or financial advice. Confirm with your own counsel before acting.

Why does a dissolved company need someone with authority?

Dissolution does not erase the corporation immediately. Delaware continues it for winding up, within time limits that the statute sets, so remaining assets can be collected, debts settled and property distributed. When that process ends, or when no one is left able to act, assets can sit unclaimed in a legal gap.

An appointed trustee or receiver closes the gap. The court's order defines the powers, and a standard commercial-law text lists receiverships alongside other non-bankruptcy alternatives for administering a failing business. A fiduciary appointed under a state statute is often the right counterpart for a licensing conversation, once counsel confirms the scope of the appointment.

How the route works at a high level

1. Identify the entity and its status. Confirm the state of incorporation, the dissolution date and whether the winding-up period has run.
2. Identify the asset. Document what the archive is, where it sits and who can still export it; a records custody log is a good vehicle.
3. Identify an applicant. Counsel decides who has standing to apply for a trustee or receiver.
4. Apply to the Court of Chancery. The application sets out the facts, the assets and the powers requested.
5. Obtain the order. The order states the fiduciary's authority, reporting and any limits.
6. Act within the order. Licensing, if any, proceeds only within the powers granted and any required approvals.

Situations and what to check

Is the archive worth the cost of an appointment?

Run the company through a quick screen first.

• 50+ full-time employees at peak (contractors excluded).
• Several years of documented operations; long histories and archived systems help.
• Records across many systems, with strong companies often keeping 10-15+.
• Records the company created, with rights to license them.
• A person or system that can still export the data.
• No data already licensed for AI training.

The company fit checker runs a preliminary, non-binding screen, and who qualifies lists the full baseline.

What a SourceX introduction involves for a fiduciary

SourceX is the data transaction layer between companies that hold proprietary data and AI labs and data buyers. The company keeps ownership; data is licensed, not sold, and nothing is binding until price and terms are agreed and signed. The company completes a data inventory, SourceX agrees one all-in price with it, buyers review, and data is delivered only after an executed agreement and the company's authorization. Payment is a single one, typically within about 60 days of invoicing once the buyer selects the data.

The fiduciary's practical concerns, including Rule 6004(h) timing where a bankruptcy sale is involved, the cost of keeping systems alive under a section 506(c) surcharge analysis and the reading of the statement of financial affairs, are for counsel to resolve with the court. For lender-controlled estates, see private credit lenders taking the keys.

Questions to ask Delaware counsel

• Is the corporation still within any winding-up period, and what does the statute allow its directors to do now?
• Who has standing to apply, and who bears the cost of the application?
• What powers should the order grant, and should it expressly cover entering a data license and signing for the company?
• Does the order need to address records belonging to customers, employees or other third parties?
• What reporting does the court expect, and how are proceeds distributed?
• Is any other forum or process, such as a state-law receivership elsewhere, more suitable?

Illustrative scenario

Illustrative and fictional: a logistics software company incorporated in Delaware dissolved several years ago after selling its customer contracts. A former director later finds that a cloud storage account still holds its support tickets, deal records and engineering reviews. No one has authority to sign for the company, and a lender released its lien long ago. The director asks counsel to evaluate a section 279 application, and in parallel runs the fit screen. Only if both the screen and the cost analysis point the same way does the application go forward.

What to say to Delaware counsel

How partner rewards work

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. The reward is paid only after the buyer pays and SourceX receives its fee; an introduction, meeting or signed agreement alone does not trigger payment, and no reward is guaranteed. It is a share of SourceX's fee and is never deducted from what the company receives.

Lawyers, fiduciaries and other licensed professionals should check the rules that apply to them, including court disclosure, before accepting any referral reward. See the program terms.

When not to pursue it

• No one can show who owns the records, or they belong to clients.
• The archives were deleted, or nobody can export them.
• The cost of an appointment clearly exceeds any plausible value.
• A court, trustee or assignee already controls the assets and has not been involved.

Next step

Confirm authority with Delaware counsel and screen the company. Then register as a partner and make the introduction, or have the authorized sponsor apply at sourcex.si/apply with your referral link.