Arizona Laws 29-3705. Other claims against dissolved limited liability company
A. A dissolved limited liability company that has filed a notice of winding up may require persons having claims against the company to present them in accordance with a notice to claimants in conformity with this section.
Terms Used In Arizona Laws 29-3705
- Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Commission: means the corporation commission. See Arizona Laws 29-3102
- Lien: A claim against real or personal property in satisfaction of a debt.
- Member: means a person that both:
(a) Has become a member of a limited liability company under section 29-3401 or was a member in a company when the company became subject to this chapter under section 29-3110. See Arizona Laws 29-3102
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation or government or governmental subdivision, agency or instrumentality or any other legal or commercial entity. See Arizona Laws 29-3102
- Principal address: means the mailing address of a limited liability company or foreign limited liability company, whether or not located in this state. See Arizona Laws 29-3102
- Property: means all property, whether real, personal or mixed or tangible or intangible, or any right or interest therein. See Arizona Laws 29-3102
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and that is retrievable in a perceivable form. See Arizona Laws 29-3102
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States. See Arizona Laws 29-3102
- Statutory agent: means the agent of a limited liability company or foreign limited liability company that is authorized to receive service of any process, notice or demand required or permitted by law to be served on the company. See Arizona Laws 29-3102
- Writing: includes printing. See Arizona Laws 1-215
B. A notice under subsection A of this section must:
1. Be filed with the commission and published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability company’s principal address is located or, if the principal address is not located in this state, in the county in which the office of the company’s statutory agent is or was last located.
2. Describe the information required to be contained in a claim, state that the claim must be in writing and provide a mailing address to which the claim is to be sent.
3. State that a claim against the company is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice or the date of filing the notice with the commission, whichever is later.
C. If a dissolved limited liability company files and publishes a notice in accordance with subsection B of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the company not later than three years after the publication of the notice or the date of filing the notice with the commission, whichever is later:
1. A claimant that did not receive notice in a record under section 29-3704.
2. A claimant whose claim was timely sent to the company but not acted on.
3. A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.
D. A claim not barred under this section or section 29-3704 may be enforced:
1. Against a dissolved limited liability company to the extent of its undistributed assets.
2. Except as otherwise provided in section 29-3706, if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person‘s proportionate share of the claim or of the company’s assets distributed to the member or transferee after dissolution, whichever is less, but a person’s total liability for all claims under this subsection may not exceed the total amount of assets distributed to the person after dissolution.
E. This section does not affect or prevent the enforcement of any mortgage, pledge or other lien on the limited liability company’s property or, to the limits of the insurance protection only, any proceeding to establish liability of the company for which it is protected by liability insurance.