Dead-and-Buried Company Law and Legal Definition

Dead and buried company refers to a business that has dissolved, without leaving any assets. Such companies differ from a dead company. While, a"dead" company is a company that has dissolved, but still holds assets that can be reached by Under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). A "dead and buried" company has dissolved and has no assets remaining. It has ceased to exist as a "person" that can be held liable under CERCLA. [BASF Corp. v. Central Transport, 830 F. Supp. 1011 (D. Mich. 1993)].

The following is an example of a case law defining the term:

If a corporation has formally dissolved but not yet completed distributing its assets, then the corporation is merely "dead." Under these circumstances, a corporate res remains to pay for cleanup costs and further the goals of CERCLA. Hence, dissolved corporations which have not distributed their assets may be sued under CERCLA. On the other hand, if a corporation has dissolved and finished distributing its assets, then it is "dead and buried." In this situation, there is no entity to sue or defend a suit, and there are no assets to satisfy any CERCLA judgment. "Dead and buried" companies are therefore not amenable to suit under CERCLA. [Chatham Steel Corp. v. Brown, 858 F. Supp. 1130, 1152 (D. Fla. 1994)].