N.D. Cent. Code § 10-32.1-53
This is the official text of N.D. Cent. Code § 10-32.1-53, part of North Dakota’s Cent. Code — part of the compiled statutory law of North Dakota, published by the state as "Cent. Code." Browse the sections below, each linked to its official government source.
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10-32.1-53. Other claims against a dissolved limited liability company
Official statutory text
10-32.1-53. Other claims against a dissolved limited liability company
1. A dissolved limited liability company may publish notice of its dissolution and request
persons having claims against the company to present them according to the notice.
2. The notice authorized by subsection 1 must:
a. Be published at least once in a newspaper of general circulation in the county or
counties in this state in which the principal executive office of the dissolved
limited liability company is located or, if it has none in this state, then in the county
or counties in which the registered office of the company 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; and
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 according to subdivision b,
unless the claimant commences an action to enforce the claim against the company
within five years after the publication date of the notice, then the claim of each of the
following claimants is barred:
a. A claimant that did not receive notice in a record under section 10-32.1-52;
b. A claimant whose claim was timely sent to the 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.
4. A claim not barred under this section may be enforced:
a. Against a dissolved limited liability company, to the extent of its undistributed
assets; and
b. If assets of the company have been distributed after dissolution, then against a
member or transferee to the extent of the proportionate share of the claim of that
person or of the assets distributed to the member or transferee after dissolution,
whichever is less, but the total liability of a person for all claims under this
subdivision does not exceed the total amount of assets distributed to the person
after dissolution.
1. A dissolved limited liability company may publish notice of its dissolution and request
persons having claims against the company to present them according to the notice.
2. The notice authorized by subsection 1 must:
a. Be published at least once in a newspaper of general circulation in the county or
counties in this state in which the principal executive office of the dissolved
limited liability company is located or, if it has none in this state, then in the county
or counties in which the registered office of the company 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; and
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 according to subdivision b,
unless the claimant commences an action to enforce the claim against the company
within five years after the publication date of the notice, then the claim of each of the
following claimants is barred:
a. A claimant that did not receive notice in a record under section 10-32.1-52;
b. A claimant whose claim was timely sent to the 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.
4. A claim not barred under this section may be enforced:
a. Against a dissolved limited liability company, to the extent of its undistributed
assets; and
b. If assets of the company have been distributed after dissolution, then against a
member or transferee to the extent of the proportionate share of the claim of that
person or of the assets distributed to the member or transferee after dissolution,
whichever is less, but the total liability of a person for all claims under this
subdivision does not exceed the total amount of assets distributed to the person
after dissolution.
Status: in_force · Read it on the official government site
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