Section 10A-1-9.22

Unknown claims against dissolved domestic entity.

(a) A dissolved domestic entity, except as otherwise provided in subsection (f), may also publish notice of its dissolution and request that persons with claims against the entity present them in accordance with the notice.

(b) The notice must:

(1) Be published one time in a newspaper of general circulation in the county where the dissolved domestic entity'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 domestic entity will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice.

(c) If the dissolved domestic entity publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved domestic entity within two years after the publication date of the newspaper notice:

(1) A claimant who did not receive written notice under Section 10A-1-9.21;

(2) A claimant whose claim was timely sent to the dissolved domestic entity 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 domestic entity, to the extent of its undistributed assets; or

(2) If the assets have been distributed in liquidation, against an owner of the dissolved domestic entity to the extent of his or her pro rata share of the claim or the entity assets distributed to him or her in liquidation, whichever is less, but an owner's total liability for all claims under this section may not exceed the total amount of assets distributed to him or her in liquidation.

(e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.

(f) The procedures of this section do not apply to the disposition of claims against a general or limited partnership.

(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.07; amended and renumbered by Act 2009-513, p. 967, §77.)