31 §707. Unknown claims against dissolved limited liability company (WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES
Subchapter 9: DISSOLUTION
§707. Unknown claims against dissolved limited liability company
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
1. Publication of notice for unknown claims. A dissolved limited liability company may publish notice of its dissolution pursuant to this section that requests that persons with claims against a limited liability company present them in accordance with the notice set forth in subsection 2.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
2. Notice requirements. The notice must:
B. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and [1993, c. 718, Pt. A, §1 (NEW).]
C. State that a claim against a limited liability company will be barred unless a proceeding to enforce the claim is commenced within 5 years after the publication of the notice. [1993, c. 718, Pt. A, §1 (NEW).]
[ 2007, c. 323, Pt. D, §15 (AMD); 2007, c. 323, Pt. G, §4 (AFF) .]
3. Claims barred. If the dissolved limited liability company publishes a newspaper notice in accordance with subsection 2 and files a certificate of cancellation pursuant to section 625, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within 5 years after the later of publication date of the newspaper notice or the filing of the certificate of cancellation:
A. A claimant who did not receive written notice under section 706; [1993, c. 718, Pt. A, §1 (NEW).]
B. A claimant whose claim was timely sent to the dissolved limited liability company but not acted on; and [1993, c. 718, Pt. A, §1 (NEW).]
C. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. [1993, c. 718, Pt. A, §1 (NEW).]
[ 1993, c. 718, Pt. A, §1 (NEW) .]
4. Enforcement of claim. A claim may be enforced under this section:
A. Against the dissolved limited liability company, to the extent of its undistributed assets; or [1993, c. 718, Pt. A, §1 (NEW).]
B. If the assets have been distributed in liquidation, against a member of the dissolved limited liability company to the extent of that member's pro rata share of the claim or the assets of a limited liability company distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to that member. [1993, c. 718, Pt. A, §1 (NEW).]
[ 1993, c. 718, Pt. A, §1 (NEW) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 2007, c. 323, Pt. D, §15 (AMD). 2007, c. 323, Pt. G, §4 (AFF). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).