Article

Who can sign for a dissolved company?

By TrustPast

Updated November 2, 2026

The company has filed its dissolution, or the state has dissolved it, and the office is empty. The records are still on a server, in a cloud account or in boxes, and a buyer licenses records like these to train AI models. Before anyone applies, one question has to be settled: who still has the authority to sign for a company that, on paper, has ended?

This page sets out what statutes and official pages say about that question. We, TrustPast, aren’t lawyers, and nothing here is legal advice. State law decides who can act for a dissolved company, the words differ from state to state, and a lawyer should confirm the answer for your company before anyone signs anything.

Why bother at all? Because a buyer is asking for them. micro1’s referral page says: “We are acquiring data from companies that are no longer operating.” Our cornerstone page on what data buyers want from a trade business sets out which files count. micro1 says personal and identifying information is removed or transformed before the data is shared with third parties.

The short answer

In the states we quote, a dissolved company doesn’t vanish on the day it dissolves. It carries on for a limited purpose: to wind up. During that wind-up, someone still acts for it. That someone is usually the people who ran it, or a person the owners or a court put in charge.

Five kinds of people come up again and again. The directors and officers of a corporation that is winding up. The managers or members of an LLC. A trustee or receiver a court appoints. A trustee in a Chapter 7 bankruptcy case. And, when an owner has died, the owner’s executor, who may use the owner’s rights but isn’t the company.

Each has its own source, and each has limits. We take them in turn. None of them replaces a lawyer reading your company’s papers.

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A dissolved company still exists, for one purpose

Start with the idea that surprises most owners. Dissolution is the start of the end, not the end itself.

Delaware. Title 8, §278 says that 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.” It says what for: “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.” And it sets a limit: “but not for the purpose of continuing the business for which the corporation was organized.”

Washington. RCW 23B.14.050 puts it in different words. “A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs.” Its list includes “Collecting its assets” and “Disposing of its properties.” It also says dissolution does not “Transfer title to the corporation’s property.”

We quote two states because their codes are published in full on official sites. Your company may have been formed somewhere else. Read these as examples of the kind of rule that exists, not as the rule for you.

As our own reading, those words matter for the records. If the company still exists to wind up, then the company, not a former owner personally, is usually the party with something to license. Whether a records licence counts as winding up, or as carrying on the business, is exactly the question a lawyer answers. We won’t.

Who acts for a dissolved corporation

In a corporation, the board and the officers ran the company before dissolution. The statutes we fetched suggest they often keep that role while it winds up.

Delaware’s §275 says that a certificate of dissolution must set forth, among other things, “The names and addresses of the directors and officers of the corporation.” So the filing itself records who was in charge on the way out.

Washington’s RCW 23B.14.050 says dissolution does not “change provisions for selection, resignation, or removal of its directors or officers or both.” The same section refers to “A dissolved corporation’s board of directors” making decisions during the wind-up.

As our own reading, that is why the first question a lawyer asks is usually simple. Who were the directors and officers when the company dissolved, and are they still willing to act? A plumbing company with three shareholders and a two-person board often has a short answer. A company whose last president has moved away and stopped answering the phone doesn’t.

Our page on whether a closed company can still license its records covers the wider question of whether the records can be licensed at all. This page stays on who signs.

Who acts for a dissolved LLC

Many trade companies are limited liability companies, not corporations. The rules for them sit in a different statute.

Delaware Title 6, §18-803 says that, “Unless otherwise provided in a limited liability company agreement, a manager who has not wrongfully dissolved a limited liability company or, if none, the members or a person approved by the members, in either case, by members who own more than 50 percent of the then current percentage or other interest in the profits of the limited liability company owned by all of the members, may wind up the limited liability company’s affairs.”

It goes on to say what those persons may do. “Upon dissolution of a limited liability company and until the filing of a certificate of cancellation,” the persons winding up may, “in the name of, and for and on behalf of, the limited liability company,” among other things “dispose of and convey the limited liability company’s property.”

Three points follow from those words, as our own reading. The company’s own agreement comes first, so read it before anything else. A manager, if there is one, is usually the starting point. And the LLC signs in its own name, through the person winding it up, not through whoever happens to hold the files.

The section also says that an LLC whose original certificate of formation was effective “on or prior to July 31, 2015, shall continue to be governed by this subsection as in effect on July 31, 2015,” unless its agreement provides otherwise. So the year the company was formed can matter too.

When a court puts someone in charge

Sometimes nobody is left who can act, or the owners can’t agree. Then a court can step in.

For a Delaware corporation, §279 says that when a corporation is 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 appoint directors as trustees or other persons as receivers. They are “to take charge of the corporation’s property.” They may “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.”

That section adds: “The powers of the trustees or receivers may be continued as long as the Court of Chancery shall think necessary for the purposes aforesaid.”

For a Delaware LLC, §18-803 says the Court of Chancery, “upon cause shown,” may wind up the company’s affairs on application of “any member or manager, or the member’s personal representative or assignee,” and “may appoint a liquidating trustee.”

As our own reading, a court appointment changes the answer completely. Once a trustee, receiver or liquidating trustee is in place, the former directors or members may no longer be the ones who decide. The order that appoints the person usually says what the person may do. Your lawyer reads that order.

When the company is in a Chapter 7 case

Bankruptcy is a different road. A company in a Chapter 7 case has a trustee, and federal law, not only state law, decides what that trustee controls.

The federal courts’ page on Chapter 7 says: “When a chapter 7 petition is filed, the U.S. trustee (or the bankruptcy court in Alabama and North Carolina) appoints an impartial case trustee to administer the case and liquidate the debtor’s nonexempt assets.”

The Bankruptcy Code says who speaks for the estate. 11 U.S.C. §323 reads: “The trustee in a case under this title is the representative of the estate.” Section 704 says the trustee shall “collect and reduce to money the property of the estate for which such trustee serves.” Section 541 says the estate is made up of “all legal or equitable interests of the debtor in property as of the commencement of the case.”

The federal courts’ page adds that “if the debtor is a business, the bankruptcy court may authorize the trustee to operate the business for a limited period of time, if such operation will benefit creditors and enhance the liquidation of the estate.”

None of those sources mentions company records or licences. We won’t fill that gap. As our own advice, if the company is in a Chapter 7 case, don’t offer its records to anyone. Tell the lawyer handling the case that the records exist and that a buyer licenses records like them. Our page on bankruptcy and company records covers a public case in which a bankrupt company’s records were put up for sale in court.

When the owner has died

Here’s a common picture. The owner of a family roofing company dies, the company winds down, and the executor of the estate ends up with the keys and the server.

For a Delaware LLC, §18-705 says that if a member who is an individual dies, “the member’s personal representative may exercise all of the member’s rights for the purpose of settling the member’s estate or administering the member’s property.”

As our own reading, the important words are “the member’s rights.” The statute gives the executor the member’s rights, for settling the estate. That can mean the executor is the person who votes, approves a wind-up or names the person who winds up. It doesn’t make the executor the company. The company still signs as the company, through whoever has authority under the statute, the agreement or a court order.

For a corporation, the code sections on this page don’t say who votes a dead owner’s shares. That’s a question for a lawyer. Don’t assume the executor’s letters are enough to sign a licence on the company’s behalf.

How long the authority lasts

Authority after dissolution has a clock, and the clock differs by state and by company type.

A Delaware corporation. Three years from dissolution under §278, “or for such longer period as the Court of Chancery shall in its discretion direct.” A suit begun within the three years keeps the corporation in being for that suit until judgments are “fully executed.”

A Delaware LLC. The persons winding up may act “until the filing of a certificate of cancellation,” under §18-803. So the cancellation filing, not a fixed number of years, is the line to watch.

A court appointee. Under §279, as long as the Court of Chancery “shall think necessary.”

Washington. RCW 23B.14.340 sets a different kind of clock. It says dissolution doesn’t take away a remedy against the corporation, its directors, officers or shareholders unless an action “is not commenced within” three years after a dissolution effective on or after June 7, 2006. That section is about claims against the company, not about who signs. As our own reading, it’s still a reminder that the wind-up period is finite.

The practical point is ours. If the company dissolved years ago, ask the lawyer first whether anyone can still act for it at all. If the window has closed, the answer may be a court application or a revival, not a signature.

Dissolved by the state, not by choice

Some companies didn’t choose to dissolve. The state dissolved them administratively. To be reinstated in Washington, the code says, an entity “must pay the full amount of all annual license or renewal fees which would have been assessed during the period of administrative dissolution.”

Washington’s RCW 23.95.615 says an entity “dissolved administratively” may apply for reinstatement “not later than five years after the effective date of dissolution.” Once reinstatement is effective, it “relates back to and takes effect as of the effective date of the administrative dissolution,” and the entity “resumes carrying on its activities and affairs as if the administrative dissolution had never occurred.”

Delaware has a revival route for a corporation whose certificate “has become forfeited or void.” Its §312 says such a corporation “may at any time procure a revival of its certificate of incorporation,” authorized by the board of directors and made by “filing a certificate of revival.”

As our own reading, a reinstated or revived company may be able to sign as a going concern again. That route has its own filings and conditions. Whether it fits your company is a question for a lawyer, not for an application form.

What a counterparty usually asks to see

A buyer licensing records from a dissolved company will want to know that the person signing can sign. micro1’s payout page says its final payout depends in part on “access terms, and due diligence.” In our reading, this is where that diligence lands.

None of the statutes lists what a buyer must ask for. The list below is our own advice, built from the documents the statutes above refer to.

The certificate of dissolution, or of cancellation. In Delaware, the corporation’s certificate names the directors and officers. Keep a filed copy.
The resolution or consent that approved the dissolution. Delaware’s §275 describes a board resolution and a stockholder vote, or written consent of all stockholders entitled to vote.
A resolution naming who winds up and approving the licence. A board resolution for a corporation. For an LLC, a member consent or manager’s action under its agreement.
Any court order. The order appointing a trustee, receiver or liquidating trustee, and what it allows.
A current status certificate from the state. Delaware’s Division of Corporations offers a short form certificate of status that “includes the name of the entity and the status at the time the certificate is issued,” and a long form certificate of good standing. Its online status check, it says, “will not generate an official certificate of good standing.”
The company’s agreement or bylaws. The LLC Act puts the agreement first, so the buyer’s lawyer will too.
Proof of reinstatement or revival, if the state had dissolved the company.

Put them in one folder before the call. A lawyer’s hour with that folder settles more than a week of email without it. Our page on whether you need a lawyer sets out what else counsel reads.

What micro1 publishes about closed companies

micro1’s referral page has a card for this case, the Defunct Company Data Partnership: “We are acquiring data from companies that are no longer operating.” Its requirements include “30+ employees” and “English.” That is as far as micro1’s pages go. They don’t mention dissolution, who must sign, trustees or bankruptcy, and we won’t add words to theirs.

A few lines bear on the question all the same.

Someone at the company applies. The referral page says the company’s point of contact “sets up the company’s profile on the company portal” and “completes data manifest.” It also says “Companies must register and complete their own applications.” For a dissolved company, as our own reading, the point of contact should be someone with authority, or acting with that person’s written approval.

Contracting comes after review. “Qualified companies are invited to connect with a Data Partnership Manager to discuss their data, licensing terms, and next steps. If both parties agree to proceed, the company moves through contracting, data transfer, and data approval.” micro1’s second step reads: “We establish clear licensing terms.” That is the document someone signs.

Legal questions take time. “Timelines vary depending on the company’s eligibility, the complexity of its data, legal requirements, and how quickly it completes each step.” Settling who signs before you apply keeps that delay out of the deal.

Every company is evaluated. “All companies must complete micro1’s qualification and evaluation process.” micro1 makes that call after the company applies.

The company keeps ownership. “Companies retain ownership of their underlying data.” For a dissolved company, that sentence assumes someone can speak for the company. Finding that person comes first.

When to call counsel

As our own advice, call a lawyer before you apply if any of these is true. In practice, that is nearly every dissolved company.

The company dissolved more than a year or two ago, and you don’t know whether its wind-up period has run.
Nobody is sure who the last directors, officers or managers were.
The owners disagree, or one of them can’t be reached.
A court has appointed a trustee, receiver or liquidating trustee.
A bankruptcy case is open, or was ever filed.
An owner has died and the estate isn’t settled.
The state dissolved the company, and reinstatement or revival is on the table.
The company sold its assets before dissolving, and the sale papers mention books, records or data.

Bring the folder from the list above, and a one-page inventory of the records. Our page on closed companies covers how records get lost in a wind-down and which ones count.

What this means for a roofing company

Take a roofing company with 35 people at its peak, formed as an LLC, dissolved by its two members after eighteen years. One member ran the field crews; the other ran the office. This picture is ours, not a case micro1 publishes.

The records. Fifteen years of job files and work orders in the roofing software: inspection notes, measurements, photos, crew assignments and the warranty callbacks. The project history of every commercial re-roof, from bid to punch list, in the shared drive. Estimates with every revision. The office manager’s mailbox, where each insurance supplement was argued out.

Who can sign. The LLC’s agreement names no manager. Delaware’s rule, for a company formed there, points to the members, or a person approved by members who own more than half of the interest in the profits. Which member signs, and on what paper, is for their lawyer to say. If one member had died, the lawyer would also look at what that member’s executor may do.

What could change that. A certificate of cancellation already on file. A lender with a claim that goes to court. A sale of the customer accounts to a competitor that took the software account with it. Each is a reason to stop and ask the lawyer.

The order of work. Keep the software and email accounts paid. Write the inventory. Put the folder together. Book the lawyer. Only then run our estimate with the peak headcount and the years the records cover. The range is ours, not an offer.

What is never included

micro1’s pages say personal and identifying information “is removed or transformed before your data is shared with third parties,” and that “Personally identifiable information (PII) is removed when relevant.” Asked whether a company must anonymize first, micro1 answers: “No, micro1 has processes for de-identifying and transforming sensitive information.” micro1 doesn’t publish a list of records it excludes.

What follows is our own advice, not micro1’s. Keep these out unless micro1 agrees otherwise in writing and your lawyer is satisfied: attorney-client privileged records, health information, payment-card and financial-account details, Social Security numbers, minors’ data, biometric data, and classified or export-controlled material.

A dissolved company adds a few of its own. The dissolution papers, the court orders and the probate file prove who signs; they aren’t part of what is licensed. Payroll and final-pay records for the last staff stay out. So does anything a client owns under its contract with you.

Our page on what is never included shows where those records tend to hide. Our How it’s safe page gives the short version of the protections.

Where we fit

We, TrustPast, explain how this works and give you a range with our estimate. You apply to micro1 yourself, through the button below. micro1 pays us a referral fee when a company that applied through our link completes a deal. Your company pays us nothing. We don’t decide who signs for a dissolved company, and nothing on this page is legal advice. State law decides, and a lawyer should confirm the answer before anyone signs.

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Questions and answers

Does a dissolved company still exist?

In the states we quote, for a limited purpose. Delaware’s code continues a dissolved corporation for three years, or longer if the Court of Chancery directs, to wind up, “but not for the purpose of continuing the business for which the corporation was organized.” Washington’s code says a dissolved corporation “continues its corporate existence” but may only wind up and liquidate. Your state may differ. Ask a lawyer about your own company.

Who can sign for a dissolved LLC?

Under Delaware’s LLC Act, unless the company’s agreement says otherwise, a manager who has not wrongfully dissolved it or, if none, the members or a person they approve may wind up its affairs, and the Court of Chancery may appoint a liquidating trustee. Until the certificate of cancellation is filed, those persons may “dispose of and convey the limited liability company’s property.” Whether that covers a records licence is a question for a lawyer.

The owner died. Can the executor sign?

Delaware’s LLC Act says a deceased member’s personal representative “may exercise all of the member’s rights for the purpose of settling the member’s estate.” As our own reading, that is the member’s rights, not the company’s. The executor may be the person who votes or approves, but the company still signs as the company. A lawyer should confirm who signs.

What if the company is in Chapter 7?

Federal law says “The trustee in a case under this title is the representative of the estate,” and that the trustee shall “collect and reduce to money the property of the estate.” As our own advice, don’t offer a company’s records to a buyer while it is in a Chapter 7 case. Tell the lawyer handling the case the records exist.

Does micro1 say who must sign for a closed company?

No. micro1’s referral page has a Defunct Company Data Partnership card: “We are acquiring data from companies that are no longer operating.” It doesn’t say who must sign. It says contracting comes after review, that “All companies must complete micro1's qualification and evaluation process,” and that timelines depend in part on “legal requirements.”

What papers should we have ready?

As our own advice: the certificate of dissolution or cancellation, the resolution or consent that approved the dissolution, any court order naming a trustee or receiver, the company’s agreement or bylaws, and a current status certificate from the state. A lawyer tells you which ones matter for your state.