Who owns a dissolved company's data?

Founders often assume that once a company is closed, its code, documents and workspace archives belong to whoever still has the files. That is rarely true. Ownership of a dissolved company's data depends on the law of the place it was incorporated, and the US and UK take very different approaches.

This guide covers US state law first, with Delaware as the main example, and then the UK. It describes what the statutes and government guidance say, not how they apply to a particular company, so take independent legal advice before you license anything. If the company has not yet closed, our guide to selling data from a closed or closing company explains how to sell before dissolution.

Who owns a dissolved company's data in the US?

In the US, a dissolved company's data usually still belongs to the company, because state corporate law keeps a dissolved corporation in existence for winding up. The directors or officers who run the winding up can license the data as part of disposing of the company's property.

Can a dissolved Delaware corporation still sell its data?

A dissolved Delaware corporation can still sell or license its data during the winding-up period. Section 278 of the Delaware General Corporation Law says dissolved corporations "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".

The purposes listed in section 278 include enabling the corporation "to dispose of and convey their property" and to distribute remaining assets to stockholders, "but not for the purpose of continuing the business for which the corporation was organized". A one-off license of archived records as part of winding up fits the first purpose. Building a recurring data business after dissolution does not fit.

After the 3-year period

If property is left after the period ends, section 279 lets 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", appoint directors as trustees or other persons as receivers to take charge of the corporation's property. A buyer of records from an old dissolved corporation will want to see that appointment or a court extension.

Delaware also lets a corporation undo a dissolution. Under section 311, a dissolution under section 275 can be revoked "At any time prior to the expiration of 3 years following the dissolution". Section 312 separately allows revival of a corporation whose certificate of incorporation "has become forfeited or void", for example for unpaid franchise taxes.

Where the money goes

License income received in winding up is a company asset, not the directors' money. Sections 280 and 281 set out a claims process: notice to claimants with a deadline of at least 60 days, payment or provision for claims, and only then distribution, with "Any remaining assets" going to stockholders.

What does Washington law say about a dissolved corporation's property?

Washington law keeps a dissolved corporation alive for winding up, much as Delaware does. RCW 23B.14.050 says a dissolved corporation "continues its corporate existence" but may carry on only business appropriate to winding up, including collecting its assets and disposing of its properties.

The same section says dissolution does not "Transfer title to the corporation's property". Disposals remain subject to "any applicable contractual restrictions", which matters for data: client contracts, vendor terms and confidentiality clauses still limit what can be licensed. Our Washington seller guide and US seller guide cover the privacy rules that apply alongside corporate law.

Check the state of incorporation, not the state where the team worked. LLCs and partnerships have their own winding-up rules under separate statutes.

Who owns a dissolved UK company's data?

A dissolved UK company's data belongs to the Crown. Section 1012 of the Companies Act 2006 says that when a company is dissolved, "all property and rights whatsoever" vested in it are deemed to be bona vacantia, which includes copyright and database rights in its records.

The Government Legal Department's BVC1 guidance says the Bona Vacantia Division deals with England and Wales outside the Duchies, Farrer & Co acts for the Duchies of Lancaster and Cornwall, the King's and Lord Treasurer's Remembrancer acts in Scotland and the Crown Solicitor's Office acts in Northern Ireland. It lists copyrights, trademarks and patents among the assets that can become bona vacantia.

Former directors who kept exports have no authority to license them. The gov.uk guide to closing down a company warns that anything left after strike-off "will go to the Crown".

You can sometimes buy a dissolved company's intellectual property from the Crown, but the process is slow and comes with no warranties. The Bona Vacantia Division's BVC8 guidance says it "can sell bona vacantia intellectual property for its open market value".

The Crown can also walk away from an asset. Under section 1013, the Crown representative may disclaim property, and the notice must generally be executed within three years after the Crown learns the property may have vested in it. BVC1 says a disclaimed asset is treated as never having passed to the Crown.

An AI buyer will want clear chain of title, and a sale without any title guarantee makes that hard to show. For a data license, restoring the company is usually the cleaner route.

Can a dissolved UK company be restored to sell its data?

A dissolved UK company can usually be restored to sell its data, as long as the application is made within 6 years. Restoration brings the company back with its property, and the restored company can then sign a license.

Section 1028 says the general effect of administrative restoration is that "the company is deemed to have continued in existence" as if it had not been dissolved. BVC1 adds a catch: if the Crown has already sold an asset, restoration does not bring it back, and the former members receive the sale proceeds less the Division's costs.

What happens to personal data in a dissolved company's records?

Personal data in a dissolved company's records stays personal data, and privacy law still governs how anyone uses it. Ownership of the rights and responsibility for the personal data can end up with different people.

In the US, a buyer from a winding-up corporation takes data subject to the privacy promises made when it was collected, which is the position the FTC has taken in bankruptcy sales, set out in our guide to selling customer data in a US bankruptcy. In the UK, anyone who holds and uses copies of the records may have duties under UK GDPR in their own right. Excluding or de-identifying personal data before a license avoids most of the problem.

Do record retention duties survive dissolution?

Record retention duties survive dissolution in both countries. The IRS tells closing businesses to keep employment tax records for at least four years and property records until the limitation period ends, and gov.uk says to keep business documents such as bank statements, invoices and receipts for 7 years after a UK company is struck off.

Licensing a copy of the records to an AI buyer does not change those duties. Our guide to how long to keep business records after closing sets out the periods and how they fit with deletion terms in a license.

What should you do before dissolving if you might sell data?

If you might sell data, license it before you dissolve the company. Every route after dissolution is slower and less certain, and in the UK it involves the Crown.

1. 1

   Export while access exists

   Take read-only exports of code, email, chat and documents before you cancel subscriptions.

2. 2

   Check who can sign

   Confirm board authority and any investor consent rights, which is the first check in our seller vetting standard.

3. 3

   Clear restrictions

   Review client contracts, vendor terms and privacy notices, and remove anything you cannot license.

4. 4

   Sign and transfer first

   Complete the license and transfer, and receive payment, before you file for dissolution or strike-off.

5. 5

   Keep what the law requires

   Hold tax and employment records for the required period, separate from the licensed copy.

If your company is closing or already dissolved, request a free data valuation. Sellers pay nothing to be assessed, and we will tell you whether buyers want the records and what has to happen first. Closure services such as SimpleClosure AssetHub also handle data sales as part of a shutdown.