reglab/housing_qa huggingface dataset:
8 DE Code § 277. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter X. Sale of Assets, Dissolution and Winding Up|§ 277. Payment of franchise taxes before dissolution, merger, transfer or conversion.

§ 277. Payment of franchise taxes before dissolution, merger, transfer or conversion. No corporation shall be dissolved, merged, transferred (without continuing its existence as a corporation of this State) or converted under this chapter until:  (1) All franchise taxes due to or assessable by the State including all franchise taxes due or which would be due or assessable for the entire calendar month during which such dissolution, merger, transfer or conversion becomes effective have been paid by the corporation; and (2) All annual franchise tax reports including a final annual franchise tax report for the year in which such dissolution, merger, transfer or conversion becomes effective have been filed by the corporation; notwithstanding the foregoing, if the Secretary of State certifies that an instrument to effect a dissolution, merger, transfer or conversion has been filed in the Secretary of State's office, such corporation shall be dissolved, merged, transferred or converted at the effective time of such instrument. 8 Del. C. 1953, §  277;  56 Del. Laws, c. 50;  70 Del. Laws, c. 79, §  17;  71 Del. Laws, c. 120, §  16;  78 Del. Laws, c. 96, §§  8, 9;
8 DE Code § 278. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter X. Sale of Assets, Dissolution and Winding Up|§ 278. Continuation of corporation after dissolution for purposes of suit and winding up affairs.

§ 278. Continuation of corporation after dissolution for purposes of suit and winding up affairs. All corporations, whether they expire by their own limitation or are otherwise dissolved, shall nevertheless be continued, for the term of 3 years from such expiration or dissolution or for such longer period as the Court of Chancery shall in its discretion direct, bodies corporate for the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or against them, and of enabling them gradually to settle and close their business, to dispose of and convey their property, to discharge their liabilities and to distribute to their stockholders any remaining assets, but not for the purpose of continuing the business for which the corporation was organized. With respect to any action, suit or proceeding begun by or against the corporation either prior to or within 3 years after the date of its expiration or dissolution, the action shall not abate by reason of the dissolution of the corporation; the corporation shall, solely for the purpose of such action, suit or proceeding, be continued as a body corporate beyond the 3-year period and until any judgments, orders or decrees therein shall be fully executed, without the necessity for any special direction to that effect by the Court of Chancery. Sections 279 through 282 of this title shall apply to any corporation that has expired by its own limitation, and when so applied, all references in those sections to a dissolved corporation or dissolution shall include a corporation that has expired by its own limitation and to such expiration, respectively. 8 Del. C. 1953, §  278;  56 Del. Laws, c. 50;  66 Del. Laws, c. 136, §  36;  77 Del. Laws, c. 290, §  26;
8 DE Code § 279. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter X. Sale of Assets, Dissolution and Winding Up|§ 279. Trustees or receivers for dissolved corporations; appointment; powers; duties.

§ 279. Trustees or receivers for dissolved corporations; appointment; powers; duties. When any corporation organized under this chapter shall be dissolved in any manner whatever, the Court of Chancery, on application of any creditor, stockholder or director of the corporation, or any other person who shows good cause therefor, at any time, may either appoint 1 or more of the directors of the corporation to be trustees, or appoint 1 or more persons to be receivers, of and for the corporation, to take charge of the corporation's property, and to collect the debts and property due and belonging to the corporation, with power to prosecute and defend, in the name of the corporation, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the corporation, if in being, that may be necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers may be continued as long as the Court of Chancery shall think necessary for the purposes aforesaid. 8 Del. C. 1953, §  279;  56 Del. Laws, c. 50;  66 Del. Laws, c. 136, §  37;
8 DE Code § 282. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter X. Sale of Assets, Dissolution and Winding Up|§ 282. Liability of stockholders of dissolved corporations.

§ 282. Liability of stockholders of dissolved corporations. (a) A stockholder of a dissolved corporation the assets of which were distributed pursuant to § 281(a) or (b) of this title shall not be liable for any claim against the corporation in an amount in excess of such stockholder's pro rata share of the claim or the amount so distributed to such stockholder, whichever is less. (b) A stockholder of a dissolved corporation the assets of which were distributed pursuant to § 281(a) of this title shall not be liable for any claim against the corporation on which an action, suit or proceeding is not begun prior to the expiration of the period described in § 278 of this title. (c) 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. 8 Del. C. 1953, §  282;  56 Del. Laws, c. 50;  66 Del. Laws, c. 136, §  40;  71 Del. Laws, c. 339, §§  57, 58;
8 DE Code § 283. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter X. Sale of Assets, Dissolution and Winding Up|§ 283. Jurisdiction.

§ 283. Jurisdiction. The Court of Chancery shall have jurisdiction of any application prescribed in this subchapter and of all questions arising in the proceedings thereon, and may make such orders and decrees and issue injunctions therein as justice and equity shall require. 66 Del. Laws, c. 136, §  41;
8 DE Code § 284. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter X. Sale of Assets, Dissolution and Winding Up|§ 284. Revocation or forfeiture of charter; proceedings.

§ 284. Revocation or forfeiture of charter; proceedings. (a) Upon motion by the Attorney General, the Court of Chancery shall have jurisdiction to revoke or forfeit the charter of any corporation for abuse, misuse or nonuse of its corporate powers, privileges or franchises. The Attorney General shall proceed for this purpose by complaint in the Court of Chancery. (b) The Court of Chancery shall have power, by appointment of trustees, receivers or otherwise, to administer and wind up the affairs of any corporation whose charter shall be revoked or forfeited by the Court of Chancery under this section, and to make such orders and decrees with respect thereto as shall be just and equitable respecting its affairs and assets and the rights of its stockholders and creditors. (c) No proceeding shall be instituted under this section for nonuse of any corporation's powers, privileges or franchises during the first 2 years after its incorporation. 8 Del. C. 1953, §  283;  56 Del. Laws, c. 50;  66 Del. Laws, c. 136, §  41;  71 Del. Laws, c. 339, §  59;  81 Del. Laws, c. 354, § 11;
8 DE Code § 285. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter X. Sale of Assets, Dissolution and Winding Up|§ 285. Dissolution or forfeiture of charter by decree of court; filing.

§ 285. Dissolution or forfeiture of charter by decree of court; filing. Whenever any corporation is dissolved or its charter forfeited by decree or judgment of the Court of Chancery, the decree or judgment shall be forthwith filed by the Register in Chancery of the county in which the decree or judgment was entered, in the office of the Secretary of State, and a note thereof shall be made by the Secretary of State on the corporation's charter or certificate of incorporation and on the index thereof. 8 Del. C. 1953, §  284;  56 Del. Laws, c. 50;  60 Del. Laws, c. 371, §  13;  66 Del. Laws, c. 136, §  41;
8 DE Code § 291. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XI. Insolvency; Receivers and Trustees|§ 291. Receivers for insolvent corporations; appointment and powers.

§ 291. Receivers for insolvent corporations; appointment and powers. Whenever a corporation shall be insolvent, the Court of Chancery, on the application of any creditor or stockholder thereof, may, at any time, appoint 1 or more persons to be receivers of and for the corporation, to take charge of its assets, estate, effects, business and affairs, and to collect the outstanding debts, claims, and property due and belonging to the corporation, with power to prosecute and defend, in the name of the corporation or otherwise, all claims or suits, to appoint an agent or agents under them, and to do all other acts which might be done by the corporation and which may be necessary or proper. The powers of the receivers shall be such and shall continue so long as the Court shall deem necessary. 8 Del. C. 1953, §  291;  56 Del. Laws, c. 50.;
8 DE Code § 292. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XI. Insolvency; Receivers and Trustees|§ 292. Title to property; filing order of appointment; exception.

§ 292. Title to property; filing order of appointment; exception. (a) Trustees or receivers appointed by the Court of Chancery of and for any corporation, and their respective survivors and successors, shall, upon their appointment and qualification or upon the death, resignation or discharge of any co-trustee or co-receiver, be vested by operation of law and without any act or deed, with the title of the corporation to all of its property, real, personal or mixed of whatsoever nature, kind, class or description, and wheresoever situate, except real estate situate outside this State. (b) Trustees or receivers appointed by the Court of Chancery shall, within 20 days from the date of their qualification, file in the office of the recorder in each county in this State, in which any real estate belonging to the corporation may be situated, a certified copy of the order of their appointment and evidence of their qualification. (c) This section shall not apply to receivers appointed pendente lite. 8 Del. C. 1953, §  292;  56 Del. Laws, c. 50.;
8 DE Code § 293. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XI. Insolvency; Receivers and Trustees|§ 293. Notices to stockholders and creditors.

§ 293. Notices to stockholders and creditors. All notices required to be given to stockholders and creditors in any action in which a receiver or trustee for a corporation was appointed shall be given by the Register in Chancery, unless otherwise ordered by the Court of Chancery. 8 Del. C. 1953, §  293;  56 Del. Laws, c. 50.;
8 DE Code § 294. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XI. Insolvency; Receivers and Trustees|§ 294. Receivers or trustees; inventory; list of debts and report.

§ 294. Receivers or trustees; inventory; list of debts and report. Trustees or receivers shall, as soon as convenient, file in the office of the Register in Chancery of the county in which the proceeding is pending, a full and complete itemized inventory of all the assets of the corporation which shall show their nature and probable value, and an account of all debts due from and to it, as nearly as the same can be ascertained. They shall make a report to the Court of their proceedings, whenever and as often as the Court shall direct. 8 Del. C. 1953, §  294;  56 Del. Laws, c. 50.;
8 DE Code § 295. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XI. Insolvency; Receivers and Trustees|§ 295. Creditors' proofs of claims; when barred; notice.

§ 295. Creditors' proofs of claims; when barred; notice. All creditors shall make proof under oath of their respective claims against the corporation, and cause the same to be filed in the office of the Register in Chancery of the county in which the proceeding is pending within the time fixed by and in accordance with the procedure established by the rules of the Court of Chancery. All creditors and claimants failing to do so, within the time limited by this section, or the time prescribed by the order of the Court, may, by direction of the Court, be barred from participating in the distribution of the assets of the corporation. The Court may also prescribe what notice, by publication or otherwise, shall be given to the creditors of the time fixed for the filing and making proof of claims. 8 Del. C. 1953, §  295;  56 Del. Laws, c. 50;  59 Del. Laws, c. 106, §  15;
8 DE Code § 296. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XI. Insolvency; Receivers and Trustees|§ 296. Adjudication of claims; appeal.

§ 296. Adjudication of claims; appeal. (a) The Register in Chancery, immediately upon the expiration of the time fixed for the filing of claims, in compliance with § 295 of this title, shall notify the trustee or receiver of the filing of the claims, and the trustee or receiver, within 30 days after receiving the notice, shall inspect the claims, and if the trustee or receiver or any creditor shall not be satisfied with the validity or correctness of the same, or any of them, the trustee or receiver shall forthwith notify the creditors whose claims are disputed of such trustee's or receiver's decision. The trustee or receiver shall require all creditors whose claims are disputed to submit themselves to such examination in relation to their claims as the trustee or receiver shall direct, and the creditors shall produce such books and papers relating to their claims as shall be required. The trustee or receiver shall have power to examine, under oath or affirmation, all witnesses produced before such trustee or receiver touching the claims, and shall pass upon and allow or disallow the claims, or any part thereof, and notify the claimants of such trustee's or receiver's determination. (b) Every creditor or claimant who shall have received notice from the receiver or trustee that such creditor's or claimant's claim has been disallowed in whole or in part may appeal to the Court of Chancery within 30 days thereafter. The Court, after hearing, shall determine the rights of the parties. 8 Del. C. 1953, §  296;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §§  60, 61;
8 DE Code § 297. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XI. Insolvency; Receivers and Trustees|§ 297. Sale of perishable or deteriorating property.

§ 297. Sale of perishable or deteriorating property. Whenever the property of a corporation is at the time of the appointment of a receiver or trustee encumbered with liens of any character, and the validity, extent or legality of any lien is disputed or brought in question, and the property of the corporation is of a character which will deteriorate in value pending the litigation respecting the lien, the Court of Chancery may order the receiver or trustee to sell the property of the corporation, clear of all encumbrances, at public or private sale, for the best price that can be obtained therefor, and pay the net proceeds arising from the sale thereof after deducting the costs of the sale into the Court, there to remain subject to the order of the Court, and to be disposed of as the Court shall direct. 8 Del. C. 1953, §  297;  56 Del. Laws, c. 50.;
8 DE Code § 298. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XI. Insolvency; Receivers and Trustees|§ 298. Compensation, costs and expenses of receiver or trustee.

§ 298. Compensation, costs and expenses of receiver or trustee. The Court of Chancery, before making distribution of the assets of a corporation among the creditors or stockholders thereof, shall allow a reasonable compensation to the receiver or trustee for such receiver's or trustee's services, and the costs and expenses incurred in and about the execution of such receiver's or trustee's trust, and the costs of the proceedings in the Court, to be first paid out of the assets. 8 Del. C. 1953, §  298;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §  62;
8 DE Code § 299. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XI. Insolvency; Receivers and Trustees|§ 299. Substitution of trustee or receiver as party; abatement of actions.

§ 299. Substitution of trustee or receiver as party; abatement of actions. A trustee or receiver, upon application by such receiver or trustee in the court in which any suit is pending, shall be substituted as party plaintiff in the place of the corporation in any suit or proceeding which was so pending at the time of such receiver's or trustee's appointment. No action against a trustee or receiver of a corporation shall abate by reason of such receiver's or trustee's death, but, upon suggestion of the facts on the record, shall be continued against such receiver's or trustee's successor or against the corporation in case no new trustee or receiver is appointed. 8 Del. C. 1953, §  299;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §  63;
8 DE Code § 300. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XI. Insolvency; Receivers and Trustees|§ 300. Employee's lien for wages when corporation insolvent.

§ 300. Employee's lien for wages when corporation insolvent. Whenever any corporation of this State, or any foreign corporation doing business in this State, shall become insolvent, the employees doing labor or service of whatever character in the regular employ of the corporation, shall have a lien upon the assets thereof for the amount of the wages due to them, not exceeding 2 months' wages respectively, which shall be paid prior to any other debt or debts of the corporation. The word “employee” shall not be construed to include any of the officers of the corporation. 8 Del. C. 1953, §  300;  56 Del. Laws, c. 50.;
8 DE Code § 301. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XI. Insolvency; Receivers and Trustees|§ 301. Discontinuance of liquidation.

§ 301. Discontinuance of liquidation. The liquidation of the assets and business of an insolvent corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the Court of Chancery in its discretion, and subject to such condition as it may deem appropriate, may dismiss the proceedings and direct the receiver or trustee to redeliver to the corporation all of its remaining property and assets. 8 Del. C. 1953, §  301;  56 Del. Laws, c. 50.;
8 DE Code § 302. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XI. Insolvency; Receivers and Trustees|§ 302. Compromise or arrangement between corporation and creditors or stockholders.

§ 302. Compromise or arrangement between corporation and creditors or stockholders. (a) Whenever the provision permitted by § 102(b)(2) of this title is included in the original certificate of incorporation of any corporation, all persons who become creditors or stockholders thereof shall be deemed to have become such creditors or stockholders subject in all respects to that provision and the same shall be absolutely binding upon them. Whenever that provision is inserted in the certificate of incorporation of any such corporation by an amendment of its certificate all persons who become creditors or stockholders of such corporation after such amendment shall be deemed to have become such creditors or stockholders subject in all respects to that provision and the same shall be absolutely binding upon them. (b) The Court of Chancery may administer and enforce any compromise or arrangement made pursuant to the provision contained in § 102(b)(2) of this title and may restrain, pendente lite, all actions and proceedings against any corporation with respect to which the Court shall have begun the administration and enforcement of that provision and may appoint a temporary receiver for such corporation and may grant the receiver such powers as it deems proper, and may make and enforce such rules as it deems necessary for the exercise of such jurisdiction. 8 Del. C. 1953, §  302;  56 Del. Laws, c. 50.;
8 DE Code § 313. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter|§ 313. Revival of certificate of incorporation or charter of exempt corporations.

§ 313. Revival of certificate of incorporation or charter of exempt corporations. (a) Every exempt corporation whose certificate of incorporation or charter has become forfeited, pursuant to § 136(b) of this title for failure to obtain a registered agent, or inoperative and void, by operation of § 510 of this title for failure to file annual franchise tax reports required, and for failure to pay taxes or penalties from which it would have been exempt if the reports had been filed, shall be deemed to have filed all the reports and be relieved of all the taxes and penalties, upon satisfactory proof submitted to the Secretary of State of its right to be classified as an exempt corporation pursuant to § 501(b) of this title, and upon filing with the Secretary of State a certificate of revival in manner and form as required by § 312 of this title. (b) Upon the filing by the corporation of the proof of classification as required by subsection (a) of this section, the filing of the certificate of revival and payment of the required filing fees, the corporation shall be revived with the same force and effect as provided in § 312(e) of this title for other corporations. (c) As used in this section, the term “exempt corporation” shall have the meaning given to it in § 501(b) of this title. Nothing contained in this section relieves any exempt corporation from filing the annual report required by § 502 of this title. 8 Del. C. 1953, §  313;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  26;  58 Del. Laws, c. 450, §  8;  70 Del. Laws, c. 587, §  31;  77 Del. Laws, c. 253, §  65;  78 Del. Laws, c. 96, §§  10-12;  80 Del. Laws, c. 265, § 14;  81 Del. Laws, c. 354, § 12;  82 Del. Laws, c. 45, § 18;
8 DE Code § 314. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter|§ 314. Status of corporation.

§ 314. Status of corporation. Any corporation desiring to renew, extend and continue its corporate existence shall, upon complying with applicable constitutional provisions of this State, continue as provided in its certificate effecting the foregoing as a corporation and shall, in addition to the rights, privileges and immunities conferred by its charter, possess and enjoy all the benefits of this chapter, which are applicable to the nature of its business, and shall be subject to the restrictions and liabilities by this chapter imposed on such corporations. 8 Del. C. 1953, §  314;  56 Del. Laws, c. 50;  80 Del. Laws, c. 265, § 15;