351.482. Unknown claims against dissolved corporation.
Unknown claims against dissolved corporation.
351.482. 1. After dissolution is authorized pursuant to section351.462, 351.464 or 351.466, or it has been dissolved pursuant to section351.486, a corporation may also publish notice of its dissolution andrequest that persons with claims against the corporation present them inaccordance with the notice.
2. The notice shall:
(1) Be published one time in a newspaper of general circulation inthe county where the corporation's principal office, or, if none in thisstate, its registered office, is or was last located;
(2) Be published one time in a publication of statewide circulationwhose audience is primarily persons engaged in the practice of law in thisstate and which is published not less than four times per year;
(3) At the request of the corporation, be published by the secretaryof state in an electronic format accessible to the public;
(4) Describe the information that must be included in a claim andprovide a mailing address where the claim may be sent; and
(5) State that a claim against the corporation will be barred unlessa proceeding to enforce the claim is commenced within two years after thepublication of the notice.
3. Other rules of law, including rules on the permissibility ofthird-party claims, to the contrary notwithstanding, if a corporationdissolved without fraudulent intent publishes notices in accordance withsubsection 2 of this section, the claim of each of the following claimantsis barred unless the claimant commences a proceeding to enforce the claimagainst the dissolved corporation within two years after the publicationdate of whichever of the notices was published last:
(1) A claimant who did not receive written notice pursuant to section351.478;
(2) A claimant whose claim was timely sent to the dissolvedcorporation but not acted on;
(3) A claimant whose claim is contingent or based on an eventoccurring after the effective date of dissolution.
4. A claim may be enforced pursuant to this section only:
(1) Against the dissolved corporation, to the extent of itsundistributed assets; or
(2) If the assets have been distributed in liquidation, against ashareholder of the dissolved corporation to the extent of the shareholder'spro rata share of the claim or the corporate assets distributed to theshareholder in liquidation, whichever is less, but a shareholder's totalliability for all claims pursuant to this section may not exceed the totalamount of assets distributed to the shareholder.
5. For purposes of this section, "fraudulent intent" shall beestablished if it is shown that the sole or primary purpose of theauthorization for dissolution or the dissolution was to defraudshareholders, creditors or others.
(L. 1990 H.B. 1432, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 2000 S.B. 896, A.L. 2001 S.B. 288)Effective 7-01-01