Arizona Laws 10-1407. 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.
Terms Used In Arizona Laws 10-1407
- Address: means a mailing address. See Arizona Laws 10-140
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Dissolved: means the status of a corporation on either:
(a) Effectiveness of articles of dissolution pursuant to section 10-1403, subsection B or section 10-1421, subsection B. See Arizona Laws 10-140
- including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
- Known place of business: means the known place of business required to be maintained pursuant to section 10-501. See Arizona Laws 10-140
- Newspaper: has the meaning set forth in section 39-201. See Arizona Laws 10-140
- Proceeding: includes a civil suit and a criminal, administrative and investigatory action. See Arizona Laws 10-140
- Publish: means to publish in a newspaper of general circulation in the county of the known place of business for three consecutive publications. See Arizona Laws 10-140
- Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Arizona Laws 10-140
- written: includes blockchain technology as defined in section 44-7061. See Arizona Laws 10-140
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 or before the expiration of any other applicable limitations period, whichever is earlier.
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 or before the expiration of any other applicable limitations period, whichever is earlier:
1. A claimant who did not receive written notice under section 10-1406.
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 the dissolution.
D. A claim, including a contingent claim or a claim based on an event occurring after the effective date of dissolution, may be enforced under this section either:
1. Against the dissolved corporation to the extent of its undistributed assets.
2. If the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder’s pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder’s total liability for all claims under this subsection shall not exceed the total amount of assets distributed to the shareholder.
E. This section does not extend or lengthen any otherwise applicable time period during which claims may be brought against the corporation.