10-11407

10-11407. Unknown claims against dissolved
corporation

A. A dissolved corporation may also publish notice of its dissolution and request
that persons with claims against the corporation 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 corporation's known place of business 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.

3. State that a claim against the corporation will be barred unless a proceeding to
enforce the claim is commenced within five years after the publication of the notice.

C. If the dissolved corporation publishes a newspaper notice in accordance with
subsection B of this section, the claim of each of the following claimants is barred
unless the claimant commences a proceeding to enforce the claim against the dissolved
corporation within five years after the publication date of the newspaper notice:

1. A claimant who did not receive written notice under section 10-11406.

2. A claimant whose claim was timely sent to the dissolved corporation but not
acted on.

3. A claimant whose claim is contingent or based on an event occurring after the
effective date of dissolution and is not disposed of in accordance with section 10-11406,
subsection D.

D. If a claim, including a contingent claim or a claim based on an event occurring
after the effective date of dissolution, is not barred by section 10-11406 or this
section, the claim may be enforced either:

1. Against the dissolved corporation to the extent of its undistributed assets.

2. If the assets have been distributed in liquidation, against any person, other
than a creditor of the corporation, to whom the corporation distributed its property to
the extent of the distributee's pro rata share of the claim or the corporate assets
distributed to that person in liquidation, whichever is less, but the distributee's total
liability for all claims under this section shall not exceed the total amount of assets
distributed to the distributee.