§428-808  Notice; other claims againstdissolved limited liability company.  (a)  A dissolved limited liabilitycompany that intends to terminate may publish notice of its intent to terminateand request persons having claims against the company to present them inaccordance with the notice.

(b)  The notice shall:

(1)  Be published at least once in each of foursuccessive weeks (four publications) in a daily or weekly publication ofstatewide circulation or in separate daily or weekly publications whose combinedcirculation is statewide;

(2)  Describe the information required to be containedin a claim and provide a mailing address where the claim is to be sent; and

(3)  State that a claim against the limited liabilitycompany is barred unless a proceeding to enforce the claim is commenced withintwo years after the later of the last publication date of the notice or thedate of filing of the articles of termination.

(c)  If a dissolved limited liability companypublishes a notice in accordance with subsection (b), the claim of each of thefollowing claimants is barred unless the claimant commences a proceeding toenforce the claim against the dissolved company within two years after thelater of the last publication date of the notice or the date of filing of thearticles of termination:

(1)  A claimant who did not receive written noticeunder section 428-807;

(2)  A claimant whose claim was timely sent to thedissolved company but not acted on; and

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

(d)  A claim not barred under this section maybe enforced:

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

(2)  If the assets have been distributed inliquidation, against a member of the dissolved company to the extent of themember's proportionate share of the claim or the company's assets distributedto the member in liquidation, whichever is less; provided that a member's totalliability for all claims under this section may not exceed the total amount ofassets distributed to the member. [L 1996, c 92, pt of §1; am L 2000, c 219,§76; am L 2001, c 129, §96]