(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.
Structure Delaware Code
Chapter 1. GENERAL CORPORATION LAW
Subchapter X. Sale of Assets, Dissolution and Winding Up
§ 271. Sale, lease or exchange of assets; consideration; procedure.
§ 272. Mortgage or pledge of assets.
§ 273. Dissolution of joint venture corporation having 2 stockholders.
§ 274. Dissolution before issuance of shares or beginning of business; procedure.
§ 275. Dissolution generally; procedure.
§ 276. Dissolution of nonstock corporation; procedure.
§ 277. Payment of franchise taxes before dissolution, merger, transfer or conversion.
§ 278. Continuation of corporation after dissolution for purposes of suit and winding up affairs.
§ 279. Trustees or receivers for dissolved corporations; appointment; powers; duties.
§ 280. Notice to claimants; filing of claims.
§ 281. Payment and distribution to claimants and stockholders.
§ 282. Liability of stockholders of dissolved corporations.
§ 284. Revocation or forfeiture of charter; proceedings.
§ 285. Dissolution or forfeiture of charter by decree of court; filing.