13.1-1049.2 - Other claims against dissolved limited liability company. - Virginia Statutes

§ 13.1-1049.2. Other claims against dissolved limited liability company.

A. A dissolved limited liability company may also publish notice of itsdissolution and request that persons with claims against the dissolvedlimited liability company present them 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 limited liability company's principal office, or,if none in the Commonwealth, its registered office, is or was last located;

2. Describe the information that must be included in a claim and provide amailing address where the claim may be sent; and

3. State that a claim against the dissolved limited liability company will bebarred unless a proceeding to enforce the claim is commenced prior to theearlier of the expiration of any applicable statute of limitations or threeyears after the date of publication of the notice.

C. If the dissolved limited liability company publishes a newspaper notice inaccordance with subsection B, the claim of each of the following claimants isbarred unless the claimant commences a proceeding to enforce the claimagainst the dissolved limited liability company prior to the earlier of theexpiration of any applicable statute of limitations or three years after thepublication date of the newspaper notice:

1. A claimant who was not given written notice under § 13.1-1049.1;

2. A claimant whose claim was timely sent to the dissolved limited liabilitycompany but not acted on; and

3. A claimant whose claim does not meet the definition of a claim insubsection D of § 13.1-1049.1.

D. A claim that is not barred by subsection C of § 13.1-1049.1 or subsectionC of § 13.1-1049.2 may be enforced:

1. Against the dissolved limited liability company, to the extent of itsundistributed assets; or

2. Except as provided in subsection D of § 13.1-1049.3, if the assets havebeen distributed in liquidation, against a member of the dissolved limitedliability company to the extent of the member's pro rata share of the claimor the limited liability company assets distributed to the member inliquidation, whichever is less, but a member's total liability for all claimsunder this section may not exceed the total amount of assets distributed tothe member.

(2006, c. 912.)