Louisiana Revised Statutes 12:1-1407 – Other claims against dissolved corporation
Terms Used In Louisiana Revised Statutes 12:1-1407
- 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.
A. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.
B. The notice must do all of the following:
(1) Be published one time in a newspaper of general circulation in the parish where the dissolved corporation’s principal office or, if none in this state, its registered office, 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 dissolved corporation will be extinguished by peremption unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.
C. If the dissolved corporation publishes a newspaper notice in accordance with Subsection B of this Section, any claim not earlier perempted by La. Rev. Stat. 12:1-1406(C) is perempted unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within three years after the publication date of the newspaper notice.
D. A claim that is not perempted by La. Rev. Stat. 12:1-1406(C) or 1-1407(C) may be enforced against either of the following:
(1) The dissolved corporation, to the extent of its undistributed assets.
(2) Except as provided in La. Rev. Stat. 12:1-1408(D), if the assets have been distributed in liquidation, 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 Section may not exceed the total amount of assets distributed to the shareholder.
E. A proceeding to enforce the liability of a shareholder under Paragraph (D)(2) of this Section is perempted unless it is commenced within two years after the date that the assets were distributed to the shareholder.
F. For purposes of this Section, the term “claim” includes a claim of any kind, including a contingent liability and a claim based on an event occurring after the effective date of dissolution.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.