50-73.137:2 - Known claims against dissolved registered limited liability partnership - Virginia Statutes

§ 50-73.137:2. Known claims against dissolved registered limited liabilitypartnership.

A. A partnership that is dissolved pursuant to § 50-73.117 that is aregistered limited liability partnership at the time of its dissolution maydispose of the known claims against it by following the procedure describedin this section.

B. The dissolved registered limited liability partnership shall deliver toeach of its known claimants written notice of the dissolution at any timeafter its effective date. 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 registered limited liability partnership; 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 registered limited liability partnership isbarred to the extent that it is not admitted:

1. If the dissolved registered limited liability partnership deliveredwritten notice to the claimant in accordance with subsection B of thissection and the claimant does not deliver written confirmation of the claimto the dissolved registered limited liability partnership by the deadline; or

2. If the dissolved registered limited liability partnership deliveredwritten notice to the claimant that its claim is not admitted, in whole or inpart, and the claimant does not commence a proceeding to enforce the claimwithin 90 days from the delivery of written confirmation of the claim to thedissolved registered limited liability partnership.

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 of this section.

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 of this section, the claimant may amend the pleadings afterfiling to include any damages that occurred or are alleged to have occurredafter filing, and the court having jurisdiction of such claim may continuesuch proceeding during its pendency if it appears that further damages are orstill may be occurring.

(2004, c. 601.)