North Dakota Code 10-32.1-53 – Other claims against a dissolved limited liability company
1. A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them according to the notice.
Terms Used In North Dakota Code 10-32.1-53
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- following: when used by way of reference to a chapter or other part of a statute means the next preceding or next following chapter or other part. See North Dakota Code 1-01-49
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See North Dakota Code 1-01-49
2. The notice authorized by subsection 1 must:
a. Be published at least once in a newspaper of general circulation in the county or counties in this state in which the principal executive office of the dissolved limited liability company is located or, if it has none in this state, then in the county or counties in which the registered office of the company is or was last located; b. Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and
c. State that a claim against the company is barred unless an action to enforce the claim is commenced within five years after publication of the notice.
3. If a dissolved limited liability company publishes a notice according to subdivision b, unless the claimant commences an action to enforce the claim against the company within five years after the publication date of the notice, then the claim of each of the following claimants is barred:
a. A claimant that did not receive notice in a record under section 10-32.1-52; b. A claimant whose claim was timely sent to the company but not acted on; and
c. A claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.
4. A claim not barred under this section may be enforced:
a. Against a dissolved limited liability company, to the extent of its undistributed assets; and
b. If assets of the company have been distributed after dissolution, then against a member or transferee to the extent of the proportionate share of the claim of that person or of the assets distributed to the member or transferee after dissolution, whichever is less, but the total liability of a person for all claims under this subdivision does not exceed the total amount of assets distributed to the person after dissolution.