Florida Statutes 605.0712 – Other claims against a dissolved limited liability company
Current as of: 2023 | Check for updates
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(1) A dissolved limited liability company or successor entity, as defined in s. 605.0711(14), may choose to execute one of the following procedures to resolve payment of unknown claims:
(a) The company or successor entity may file notice of its dissolution with the department on the form prescribed by the department and request that persons who have claims against the company which are not known to the company or successor entity present them in accordance with the notice. The notice must:
1. State the name of the company and the date of dissolution;
2. Describe the information that must be included in a claim, state that the claim must be in writing, and provide a mailing address to which the claim may be sent; and
3. State that a claim against the company is barred unless an action to enforce the claim is commenced within 4 years after the filing of the notice.
Terms Used In Florida Statutes 605.0712
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Department: means the Department of State. See Florida Statutes 605.0102
- Entity: means :1. See Florida Statutes 605.0102
- Member: means a person who:
(a) Is a member of a limited liability company under…. See Florida Statutes 605.0102- Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or another legal or commercial entity. See Florida Statutes 605.0102
- Principal office: means the principal executive office of a limited liability company or foreign limited liability company, regardless of whether the office is located in this state. See Florida Statutes 605.0102
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or a territory or insular possession subject to the jurisdiction of the United States. See Florida Statutes 605.0102
- Statute: A law passed by a legislature.
- Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
- Transferee: means a person to which all or part of a transferable interest is transferred, whether or not the transferor is a member. See Florida Statutes 605.0102
- Writing: means printing, typewriting, electronic communication, or other intentional communication that is reducible to a tangible form. See Florida Statutes 605.0102
(b) The company or successor entity may publish notice of its dissolution and request persons who have claims against the company to present them in accordance with the notice. The notice must:1. Be published in a newspaper of general circulation in the county in which the dissolved limited liability company’s principal office is located or, if the principal office is not located in this state, in the county in which the office of the company’s registered agent is or was last located;2. Describe the information that must be included in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent; and3. State that a claim against the company is barred unless an action to enforce the claim is commenced within 4 years after publication of the notice.(2) If a dissolved limited liability company complies with paragraph (1)(a) or paragraph (1)(b), unless sooner barred by another statute limiting actions, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited liability company within 4 years after the publication date of the notice:(a) A claimant that did not receive notice in a record under s. 605.0711;(b) A claimant whose claim was timely sent to the dissolved limited liability 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.(3) A claim that is not barred by this section or another statute limiting actions may be enforced:(a) Against a dissolved limited liability company, to the extent of its undistributed assets; and(b) Except as otherwise provided in s. 605.0713, if assets of the limited liability 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.(4) This section does not extend an otherwise applicable statute of limitations.