Dissolving a Delaware Corporation

by Practical Law Corporate & Securities

A Practice Note explaining the procedural steps for voluntarily dissolving and winding up a corporation under the Delaware General Corporation Law (DGCL). This Note outlines the necessary approvals from the board and stockholders, the requirements for filing a certificate of dissolution, and the corporation's winding up for a limited period post-dissolution. It details dissolution under both the DGCL safe harbor procedure and default procedure. It explores the key differences between these two methods, including the implications for director and stockholder liability when managing creditor claims. It also discusses the impact of the Delaware Supreme Court's decision in In the Matter of Krafft-Murphy Company, Inc. on claims against dissolved corporations. This Note also addresses scenarios involving judicial intervention, covering the appointment of a custodian or receiver in cases of deadlock or abandonment, and the specific process for dissolving a two-person joint venture.