13.1-908.1 - Other claims against dissolved corporation. - Virginia Statutes

§ 13.1-908.1. Other claims against dissolved corporation.

A. A dissolved corporation may also publish notice of its dissolution andrequest that persons with claims against the dissolved corporation presentthem in accordance with the notice.

B. The notice shall:

1. Be published one time in a newspaper of general circulation in the city orcounty where the dissolved corporation's principal office, or, if none in theCommonwealth, its registered office, is or was last located;

2. Describe the information that is required to be included in a claim andprovide a mailing address to which the claim may be sent; and

3. State that a claim against the dissolved corporation will be barred unlessa proceeding to enforce the claim is commenced prior to the earlier of theexpiration of any applicable statute of limitations or three years after thedate of publication of the notice.

C. If the dissolved corporation publishes a newspaper notice in accordancewith subsection B, the claim of each of the following claimants is barredunless the claimant commences a proceeding to enforce the claim against thedissolved corporation prior to the earlier of the expiration of anyapplicable statute of limitations or three years after the publication dateof the newspaper notice:

1. A claimant who was not given written notice under § 13.1-908;

2. A claimant whose claim was sent in a timely manner to the dissolvedcorporation but not acted on; and

3. A claimant whose claim does not meet the definition of a claim insubsection D of § 13.1-908.

D. A claim that is not barred by subsection C of § 13.1-908 or subsection Cof this section may be enforced:

1. Against the dissolved corporation, to the extent of its undistributedassets; or

2. Except as provided in subsection D of § 13.1-908.2, if the assets havebeen distributed in liquidation, against a member of the dissolvedcorporation to the extent of the member's pro rata share of the claim or thecorporate assets distributed to the member in liquidation, whichever is less,but a member's total liability for all claims under this section may notexceed the total amount of assets distributed to the member.

(2007, c. 925.)