10A-5A-7.05. Other Claims Against Dissolved Limited Liability Company.
(a) A dissolved limited liability company may publish notice of its dissolution and request that persons with claims against the dissolved limited liability company present them in accordance with the notice.
(b) The notice authorized by subsection (a) must:
(1) be published at least one time in a newspaper of general circulation in the county in which the dissolved limited liability company’s principal office is located or, if it has none in this state, in the county in which the dissolved limited liability company’s most recent registered office is located;
(2) describe the information that must be included in a claim and provide a mailing address to which the claim is to be sent; and
(3) state that if not sooner barred, a claim against the dissolved limited liability company will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice.
(c) If a dissolved limited liability company publishes a newspaper notice in accordance with subsection (b), unless sooner barred by any other statute limiting actions, 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 was not given notice under Section 10A-5A-7.04(b);
(2) a claimant whose claim was timely sent to the dissolved limited liability company but not acted on by the dissolved limited liability company; and
(3) a claimant whose claim is contingent at the effective date of the dissolution of the limited liability company, or is based on an event occurring after the effective date of the dissolution of the limited liability company.
(d) A claim that is not barred under this section, any other statute limiting actions, or Section 10A-5A-7.04 may be enforced:
(1) against a dissolved limited liability company, to the extent of its undistributed assets; and
(2) except as provided in subsection (h), if the assets of a dissolved limited liability company have been distributed after dissolution, against the person or persons owning the transferable interests to the extent of that person’s proportionate share of the claim or of the assets distributed to that person after dissolution, whichever is less, but a person’s total liability for all claims under subsection (d) may not exceed the total amount of assets distributed to that person after dissolution of the limited liability company.
(e) A dissolved limited liability company that published a notice under this section may file an application with the circuit court for the county in which the dissolved limited liability company’s principal office is located in this state, and if the limited liability company does not have a principal office within this state, with the circuit court for the county in which the dissolved limited liability company’s most recent registered office is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved limited liability company or that are based on an event occurring after the effective date of the dissolution of the limited liability company but that, based on the facts known to the dissolved limited liability company, are reasonably estimated to arise after the effective date of the dissolution of the limited liability company. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection (c).
(f) Within 10 days after the filing of the application provided for in subsection (e), notice of the proceeding shall be given by the dissolved limited liability company to each potential claimant as described in subsection (e).
(g) The circuit court under subsection (e) may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, shall be paid by the dissolved limited liability company.
(h) Provision by the dissolved limited liability company for security in the amount and the form ordered by the circuit court under subsection (e) shall satisfy the dissolved limited liability company’s obligation with respect to claims that are contingent, have not been made known to the dissolved limited liability company, or are based on an event occurring after the effective date of the dissolution of the limited liability company, and those claims may not be enforced against a person owning a transferable interest to whom assets have been distributed by the dissolved limited liability company after the effective date of the dissolution of the limited liability company.
(i) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
(j) If a claim has been satisfied, disposed of, or barred under Section 10A-5A-7.04, this section, or other law, the person or persons designated to wind up the affairs of a limited liability company, and the owners of the transferable interests receiving assets from the limited liability company, shall not be liable for that claim.
(Act 2014-144, p. 265, §1; Act 2020-73, §10; Act 2021-299, §5.)
