Iowa Code 489.704 – Other claims against dissolved limited liability company
Current as of: 2023 | Check for updates
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1. 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.
Terms Used In Iowa Code 489.704
- 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 mean the next preceding or next following chapter or other part. See Iowa Code 4.1
- Member: means a person that has become a member of a limited liability company under section 489. See Iowa Code 489.102
- Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Iowa Code 489.102
- Principal office: means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this state. See Iowa Code 489.102
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Iowa Code 489.102
- Registered office: means the office that a limited liability company or foreign limited liability company is required to designate and maintain under section 489. See Iowa Code 489.102
- 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 Iowa Code 489.102
- Transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. See Iowa Code 489.102
2. The notice authorized by subsection 1 must do all of the following:
a. Be 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 office is located or, if it has none in this state, in the county in which the company’s registered office 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.
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 in accordance with subsection 2, unless the claimant commences an action to enforce the claim against the company within five years after the publication date of the notice, the claim of each of the following claimants is barred:
a. A claimant that did not receive notice in a record under section 489.703.
b. A claimant whose claim was timely sent to the company but not acted on.
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 as follows:
a. Against a dissolved limited liability company, to the extent of its undistributed assets.
b. 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 assets distributed to the member or transferee after dissolution, whichever is less, but a person’s total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person after dissolution.