13.1-746 - Known claims against dissolved corporation. - Virginia Statutes

§ 13.1-746. Known claims against dissolved corporation.

A. A dissolved corporation may dispose of the known claims against it byfollowing the procedure described in this section.

B. The dissolved corporation shall deliver to each of its known claimantswritten notice of the dissolution at any time after its effective date. Thewritten 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 the deadline, which may not be fewer than 120 days from theeffective date of the written notice, by which confirmation of the claim mustbe delivered to the dissolved corporation; 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 corporation is barred to the extent that itis not admitted:

1. If the dissolved corporation delivered written notice to the claimant inaccordance with subsection B and the claimant does not deliver writtenconfirmation of the claim to the dissolved corporation by the deadline; or

2. If the dissolved corporation delivered written notice to the claimant thathis claim is not admitted, in whole or in part, and the claimant does notcommence a proceeding to enforce the claim within 90 days from the effectivedate 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. Nothing in this section shall prevent accelerationof liability for an unmatured claim or liability by operation of theagreement under which it was created or exercise of any discretionary rightof the claimant thereunder.

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 may be stilloccurring.

(1985, c. 522; 2005, c. 765; 2007, c. 165; 2008, c. 91.)