South Dakota Codified Laws 47-34A-808. Notice–Other claims against dissolved limited liability company
(a) 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.
(b) The notice must:
Terms Used In South Dakota Codified Laws 47-34A-808
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Member: means a person that:
(A) Prior to formation of the limited liability company, becomes a member as agreed by that person and the organizer of the limited liability company. See South Dakota Codified Laws 47-34A-101
- written: include typewriting and typewritten, printing and printed, except in the case of signatures, and where the words are used by way of contrast to typewriting and printing. See South Dakota Codified Laws 2-14-2
(1) Be published at least once in a newspaper of general circulation in the county in which the dissolved limited liability company’s principal office is or was located or, if none in this state, in Hughes County;
(2) Describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and
(3) State that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.
(c) If a dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved company within five years after the publication date of the notice:
(1) A claimant who did not receive written notice under § 47-34A-807;
(2) A claimant whose claim was timely sent to the dissolved company but not acted on; and
(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim not barred under this section may be enforced:
(1) Against the dissolved limited liability company, to the extent of its undistributed assets; or
(2) If the assets have been distributed in liquidation, against a member of the dissolved company to the extent of the member’s proportionate share of the claim or the company’s assets distributed to the member in liquidation, whichever is less, but a member’s total liability for all claims under this section may not exceed the total amount of assets distributed to the member.
Source: SL 1998, ch 272, § 808; SL 2008, ch 275, § 77.