Section 10-12-44

Unknown claims against dissolved limited liability company.

(a) A dissolved limited liability company may publish notice of its dissolution which requests that persons with claims against the limited liability company 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 limited liability company's principal office (or, if none in this state, its registered office) is or was last located.

(2) Describe the information that shall be included in a claim and provide a mailing address where the claim may be sent.

(3) State that articles of dissolution have been filed for the limited liability company.

(4) State that a claim against the limited liability company shall be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice.

(c) If the dissolved limited liability company publishes a newspaper notice in accordance with subsection (b) and files articles of dissolution pursuant to Section 10-12-42, 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 two years after the publication date of the newspaper notice:

(1) A claimant who did not receive written notice under Section 10-12-43.

(2) A claimant whose claim was timely sent to the dissolved limited liability company but not acted on.

(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

(d) A claim may be enforced under this section:

(1) Against the dissolved limited liability company, to the extent of its undistributed assets.

(2) If part or all the limited liability company assets have been distributed in liquidation, against a member of the dissolved limited liability company to the extent of the member's pro rata share of the claim or the assets of the limited liability company distributed to the member in liquidation, whichever is less. If a member's total liability for all claims determined under the preceding sentence exceeds the total amount of assets distributed to the member in liquidation, then the member's liability on each claim shall be limited to an amount determined by multiplying the assets distributed in liquidation by a fraction, the numerator of which is the claim and the denominator of which is the total of all the claims.

(Acts 1993, No. 93-724, p. 1425, §44.)