Sec. 33-887. Unknown claims against dissolved corporation.
Sec. 33-887. Unknown claims against dissolved corporation. (a) A dissolved
corporation may also publish notice of its dissolution and request that persons with
claims against the dissolved corporation present them in accordance with the notice.
(b) The notice shall: (1) Be published one time in a newspaper of general circulation
in the county where the dissolved corporation's principal office or, if none in this state,
its registered office, is or was last located; (2) describe the information that must be
included in a claim and provide a mailing address where the claim may be sent; and (3)
state that a claim against the dissolved corporation will be barred unless a proceeding
to enforce the claim is commenced within three years after the publication of the notice.
(c) If the dissolved corporation publishes a newspaper notice in accordance with
subsection (b) of this section, the claim of each of the following claimants is barred
unless the claimant commences a proceeding to enforce the claim against the dissolved
corporation within three years after the publication date of the newspaper notice: (1) A
claimant who was not given written notice under section 33-886; (2) a claimant whose
claim was timely sent to the dissolved corporation but not acted on; and (3) a claimant
whose claim is contingent or based on an event occurring after the effective date of
dissolution.
(d) A claim that is not barred by subsection (c) of section 33-886 or subsection (c)
of this section may be enforced under this section: (1) Against the dissolved corporation,
to the extent of its undistributed assets; or (2) except as provided in subsection (d) of
section 33-887a, if the assets have been distributed in liquidation, against a shareholder
of the dissolved corporation to the extent of the shareholder's pro rata share of the claim
or the corporate assets distributed to the shareholder in liquidation, whichever is less,
but a shareholder's total liability for all claims under this section may not exceed the
total amount of assets distributed to the shareholder.
(e) Nothing in this section shall extend any applicable period of limitation.
(P.A. 94-186, S. 168, 215; P.A. 96-271, S. 119, 254; P.A. 03-18, S. 30.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 added Subsec. (e) re extension of any applicable period
of limitation, effective January 1, 1997; P.A. 03-18 made technical changes in Subsecs. (a) and (b), amended Subsec. (c)
by replacing "did not receive written notice" with "was not given written notice" in Subdiv. (1) and making a technical
change, and amended Subsec. (d) by adding provision re claim that is not barred by Sec. 33-886(c) or Subsec. (c) and, in
Subdiv. (2), adding exception to provisions of Sec. 33-887a(d) and making technical changes, effective July 1, 2003.
Annotations to former section 33-119:
Purchaser from directors who are trustees in dissolution is bound to know limitations on power of directors in stockholders' vote to dissolve. 91 C. 272. Parol evidence to contradict recital in deed that directors were "duly authorized". Id., 276.
Such trustees are not receivers and their custody of assets is not that of the law. 96 C. 76. Cited. 113 C. 455. Cited. 116 C.
587. Trustees are chargeable with value of property shown by inventory, with credit later for losses incurred on sale while
acting reasonably and in good faith. 121 C. 82. Trustees charged with misappropriation or with acting in excess of powers
may be held jointly and severally liable. Id., 83. Are liable to extent other creditors are injured by payment to one creditor
of more than his pro rata share of assets. Id., 86.
Cited. 11 CS 374. Cited. 15 CS 45.
Annotations to former section 33-121:
Such trustees are not receivers, and federal collector of internal revenue cannot be enjoined from interfering with
property. 96 C. 83. Scope of this section discussed. 108 C. 440.
Annotations to former section 33-122:
Creditor may bring action without securing court's permission. 96 C. 83.
Broad enough to permit a creditor to bring a direct action against a corporation in voluntary dissolution without first
presenting a claim to its directors. 11 CS 374. Cited. 15 CS 423.
Annotations to former section 33-379:
Cited. 212 C. 282. Cited. 219 C. 787.
Subsec. (d):
Subdiv. (3): See annotations to former section 33-121, above.