Section 10.50.440. Unknown claims against dissolved limited liability company.

   (a) If a limited liability company publishes a newspaper notice in accordance with (b) of this section and files articles of dissolution under AS 10.50.430, the following claims are barred unless the claimant commences a proceeding to enforce the claim against the company within three years after the later of the publication date of the newspaper notice or the filing of the articles of dissolution:
        (1) a claim by a claimant who did not receive written notice under AS 10.50.435;
        (2) a claim sent within the time allowed if the company does not act on the claim;
        (3) a claim that is contingent or based on an event occurring after the effective date of dissolution.
   (b) The notice published under (a) of this section shall be published once in a newspaper of general circulation in the judicial district where the company's principal office, or its registered office if it does not have a principal office in this state, is located in this state, and must
        (1) describe the information that must be included in a claim;
        (2) provide a mailing address where the claim may be sent;
        (3) state that a claim against the company is barred unless a proceeding to enforce the claim is begun within three years after the publication of the notice; and
        (4) request that persons with claims against the company present them in writing to the company as provided in the notice.
   (c) A claim may be enforced under this section
        (1) against the company to the extent of the company's undistributed assets; or
        (2) if the company's assets have been distributed in liquidation, against a member of the company to the extent of the member's pro rata share of the claim or of the assets of the company distributed to the member in liquidation, whichever is less; a member's total liability for all claims under this section may not exceed the total amount of assets of the company that are distributed to the member.

Notes

History

(Sec. 1 ch 99 SLA 1994)