347.141. Disposition of claims after dissolution--notice of dissolution, requirements--barred claims--notice of winding up, disposition of unknown claims--barred claims--enforcement of claims--fraudul

MISSOURI STATUTES AND CODES

347.141. Disposition of claims after dissolution--notice of dissolution, requirements--barred claims--notice of winding up, disposition of unknown claims--barred claims--enforcement of claims--fraudul

Disposition of claims after dissolution--notice of dissolution,requirements--barred claims--notice of winding up, disposition ofunknown claims--barred claims--enforcement of claims--fraudulentintent defined.

347.141. 1. A dissolved limited liability company may dispose of theknown claims against it in accordance with subsections 1 and 2 of thissection. The dissolved limited liability company shall notify its knownclaimants in writing of the dissolution at any time after its effective date.The written notice must do all of the following:

(1) Describe information that must be included in a claim;

(2) Provide a mailing address where a claim may be sent;

(3) State the deadline, which may not be fewer than ninety days from theeffective date of the written notice, by which the dissolved limited liabilitycompany must receive the claim; and

(4) State that the claim will be barred if not received by the deadline.

2. Notwithstanding other provisions of law, including laws regardingpermissibility of third-party claims, to the contrary, a claim against alimited liability company dissolved without fraudulent intent is barred ifeither of the following occurs:

(1) A claimant who was given written notice under subsection 1 of thissection does not deliver the claim to the dissolved limited liability companyby the deadline; or

(2) A claimant whose claim was rejected by the dissolved limitedliability company does not commence a proceeding to enforce the claim withinone hundred and twenty days from the effective date of the rejection notice. For purposes of this subsection, "claim" does not include a contingentliability or a claim based on an event occurring after the effective date ofdissolution.

3. A dissolved limited liability company may dispose of the unknownclaims against it by filing a notice of winding up in accordance withsubsections 3 and 4 of this section. The notice of winding up shall meet allof the following requirements:

(1) Be published one time in a newspaper of general circulation in thecounty where the dissolved limited liability company's principal office, or ifnot in this state, its registered office, is or was located;

(2) Be published one time in a publication of statewide circulationwhose audience is primarily persons engaged in the practice of law in thisstate and which is published not less than four times per year;

(3) Be published one time in the Missouri Register;

(4) Contain a request that persons with claims against the limitedliability company present them in accordance with the notice of winding up;

(5) Describe the information that must be included in a claim andprovide a mailing address where the claim may be sent; and

(6) State that a claim against the limited liability company will bebarred unless a proceeding to enforce the claim is commenced within threeyears after the publication of the notice.

4. Notwithstanding other provisions of law, including laws regardingpermissibility of third-party claims, to the contrary, if a limited liabilitycompany dissolved without fraudulent intent files a notice of winding up inaccordance with subsection 2 of section 347.137 and publishes such notice inaccordance with subsection 3 of this section, the claim of each of thefollowing claimants is barred unless the claimant commences a proceeding toenforce the claim against the dissolved limited liability company within threeyears after the date the notice of winding up is filed or published, whicheveroccurs later:

(1) A claimant who did not receive written notice under subsection 1 ofthis section;

(2) A claimant whose claim was timely sent to the dissolved limitedliability company but not acted on; or

(3) A claimant whose claim is contingent or based on an event occurringafter the effective date of dissolution.

5. A claim may be enforced under this section in either of the followingways:

(1) Against the dissolved limited liability company, to the extent ofits undistributed assets; or

(2) If the assets have been distributed in liquidation, against a memberof the dissolved limited liability company to the extent of the member's prorata share of the claim or the limited liability company assets distributed tothe member in liquidation, whichever is less, but a member's total liabilityfor all claims under this section shall not exceed the total amount of assetsdistributed to the member in liquidation.

6. For purposes of this section, "fraudulent intent" shall beestablished if it is shown that the sole or primary purpose of the dissolutionwas to defraud members, creditors or others.

7. Notwithstanding any other provision of this chapter to the contrary,except as provided in subsection 8 of this section, a claim against a limitedliability company dissolved pursuant to this chapter for which claim thelimited liability company has a contract of insurance which will indemnify thelimited liability company for any adverse result from such claim:

(1) Is not subject to the provisions of subsections 1 to 6 of thissection and may not be barred by compliance with subsections 1 to 6 of thissection;

(2) May be asserted at any time within the statutory period otherwiseprovided by law for such claims;

(3) May be asserted against, and service of process had upon, thedissolved limited liability company for whom the court, at the request of theparty bringing the suit, shall appoint a defendant ad litem.

8. Judgments obtained in suits filed and prosecuted pursuant tosubsection 7 of this section shall only be enforceable against one or morecontracts of insurance issued to the limited liability company, its officers,directors, agents, servants or employees, indemnifying them, or any of them,against such claims.