13.1-746.1 - Other claims against dissolved corporation. - Virginia Statutes

§ 13.1-746.1. Other claims against dissolved corporation.

A. A dissolved corporation may also (i) deliver notice of its dissolution toany known claimant with a liability or claim that is excluded from thedefinition of a claim in subsection D of § 13.1-746 and (ii) publish noticeof its dissolution one time in a newspaper of general circulation in the cityor county where the dissolved corporation's principal office, or, if none inthe Commonwealth, its registered office, is or was last located. The noticeof dissolution shall request that persons with claims against the dissolvedcorporation present them in accordance with the notice.

B. The notice shall:

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

2. 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 delivery of notice to the claimant, or the date of publication of thenotice, as appropriate.

C. If the dissolved corporation provides notice of its dissolution inaccordance with this section, the claim of each of the following claimants isbarred unless the claimant commences a proceeding to enforce the claimagainst the dissolved corporation prior to the earlier of the expiration ofany applicable statute of limitations or three years after the date on whichnotice was delivered to the claimant or published, as appropriate:

1. A claimant who was not given written notice under § 13.1-746;

2. A claimant whose claim was timely sent to the dissolved corporation butnot acted on;

3. A claimant whose claim does not meet the definition of a claim insubsection D of § 13.1-746.

D. A claim that is not barred by subsection C of § 13.1-746 or subsection Cof § 13.1-746.1 may be enforced:

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

2. Except as provided in subsection D of § 13.1-746.2, if the assets havebeen distributed in liquidation, against a shareholder of the dissolvedcorporation to the extent of the shareholder's pro rata share of the claim orthe corporate assets distributed to the shareholder in liquidation, whicheveris less, but a shareholder's total liability for all claims under thissection may not exceed the total amount of assets distributed to theshareholder.

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