355.701. Notice of dissolution--unknown claims. - Missouri Statutes

Notice of dissolution--unknown claims.

355.701. 1. A dissolved corporation may also publishnotice of its dissolution and request that persons with claimsagainst the corporation present them in accordance with thenotice.

2. The notice shall:

(1) Be published one time in a newspaper of generalcirculation in the county where the dissolved corporation'sprincipal office, or, if none in this state, its registeredoffice, is or was last located;

(2) Be published one time in a publication of statewidecirculation whose audience is primarily persons engaged in thepractice of law in this state and which is published not lessthan four times per year;

(3) Describe the information that must be included in aclaim and provide a mailing address where the claim may be sent;and

(4) State that a claim against the corporation will bebarred unless a proceeding to enforce the claim is commencedwithin two years after the publication of the notice.

3. Other rules of law, including rules on thepermissibility of third-party claims, to the contrarynotwithstanding, if a corporation which is dissolved afterauthorization and which has been dissolved without fraudulentintent publishes notices in accordance with subsection 2 of thissection, the claim of each of the following claimants is barredunless the claimant commences a proceeding to enforce the claimagainst the dissolved corporation within two years after thepublication date of whichever of the notices was published last:

(1) A claimant who did not receive written notice undersection 355.696;

(2) A claimant whose claim was timely sent to the dissolvedcorporation but not acted on;

(3) A claimant whose claim is contingent or based on anevent occurring after the effective date of dissolution.

4. A claim may be enforced under this section only:

(1) Against the dissolved corporation, to the extent of itsundistributed assets; or

(2) If the assets have been distributed in liquidation,against a shareholder of the dissolved corporation to the extentof his pro rata share of the claim or the corporate assetsdistributed to him in liquidation, whichever is less, but ashareholder's total liability for all claims under this sectionmay not exceed the total amount of assets distributed to him.

5. For purposes of this section, "fraudulent intent" shallbe established if it is shown that the sole or primary purpose ofthe authorization for dissolution or the dissolution was todefraud shareholders, creditors or others.

(L. 1994 H.B. 1095)

Effective 7-1-95