13.1-1049.1 - Known claims against dissolved limited liability company. - Virginia Statutes

§ 13.1-1049.1. Known claims against dissolved limited liability company.

A. A dissolved limited liability company may dispose of the known claimsagainst it by following the procedure described in this section.

B. The dissolved limited liability company shall deliver to each of its knownclaimants written notice of the dissolution at any time after its effectivedate. The written notice shall:

1. Provide a reasonable description of the claim that the claimant may beentitled to assert;

2. State whether the claim is admitted, or not admitted, and if admitted (i)the amount that is admitted, which may be as of a given date, and (ii) anyinterest obligation if fixed by an instrument of indebtedness;

3. Provide a mailing address where a claim may be sent;

4. State a deadline, which may not be fewer than 120 days from the effectivedate of the written notice, by which confirmation of the claim shall bedelivered to the dissolved limited liability company; and

5. State that, except to the extent that any claim is admitted, the claimwill be barred if written confirmation of the claim is not delivered by thedeadline.

C. A claim against the dissolved limited liability company is barred to theextent that it is not admitted:

1. If the dissolved limited liability company delivered written notice to theclaimant in accordance with subsection B and the claimant does not deliverwritten confirmation of the claim to the dissolved limited liability companyby the deadline; or

2. If the dissolved limited liability company delivered written notice to theclaimant that its claim is not admitted, in whole or in part, and theclaimant does not commence a proceeding to enforce the claim within 90 daysfrom the effective date of such notice.

D. For purposes of this section, "claim" does not include (i) a contingentliability or a claim based on an event occurring after the effective date ofdissolution or (ii) a liability or claim the ultimate maturity of which ismore than 60 days after the delivery of written notice to the claimantpursuant to subsection B.

E. If a liability exists but the full extent of any damages is or may not beascertainable, and a proceeding to enforce the claim is commenced pursuant tosubdivision C 2, the claimant may amend the pleadings after filing to includeany damages that occurred or are alleged to have occurred after filing, andthe court having jurisdiction of such claim may continue such proceedingduring its pendency if it appears that further damages are or still may beoccurring.

(2004, c. 601; 2009, c. 763.)