State Codes and Statutes
Statutes > New-hampshire > TITLEXXVIII > CHAPTER304-C > 304-C-61
I. A limited liability company may publish notice of its dissolution pursuant to this section which requests that persons with claims against the limited liability company present them in accordance with the notice.
II. The notice must:
(a) Be published once in a newspaper of general circulation in the county where the limited liability company's principal office (or, if none in this state, its registered office) is located;
(b) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(c) State that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced within 5 years after the later of the publication of the notice or the filing of the certificate of cancellation.
III. If the limited liability company publishes a newspaper notice in accordance with paragraph II and files a certificate of cancellation pursuant to RSA 304-C:59, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the limited liability company within 5 years after the later of the publication date of the newspaper notice or the filing of the certificate of cancellation:
(a) A claimant who did not receive written notice under RSA 304-C:60;
(b) A claimant whose claim was timely sent to the limited liability company but not acted on;
(c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
IV. A claim may be enforced under this section:
(a) Against the limited liability company, to the extent of its undistributed assets; or
(b) If the assets have been distributed in liquidation, against a member of the limited liability company to the extent of the member's pro rata share of the claim or the assets of the limited liability company distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member.
Source. 1993, 313:1, eff. July 1, 1993.
