Limited Liability Companies 

South Dakota Laws > Title 47 > Chapter 34A > § 47-34A-808 - Notice--Other claims against dissolved limited liability company

(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.
     (b) The notice must:
             (1)      Be published at least once in a newspaper of general circulation in the county in which the dissolved limited liability company's principal office is or was located or, if none in this state, in Hughes County;
             (2)      Describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and
             (3)      State that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.
     (c) If a dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved company within five years after the publication date of the notice:
             (1)      A claimant who did not receive written notice under § 47-34A-807;
             (2)      A claimant whose claim was timely sent to the dissolved company but not acted on; and
             (3)      A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
     (d) A claim not barred under this section may be enforced:
             (1)      Against the dissolved limited liability company, to the extent of its undistributed assets; or
             (2)      If the assets have been distributed in liquidation, against a member of the dissolved company to the extent of the member's proportionate share of the claim or the company's assets 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.

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See also:

South Dakota Laws > Title 47 > Chapter 34A - Uniform Limited Liability Company Act

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