§ 7-90-912 — Disposition of claims by publication

(1) A dissolved domestic
entity may publish notice of its dissolution and request that persons with claims
against the dissolved domestic entity present them in accordance with the notice.

(2) The notice contemplated in subsection (1) of this section shall:

(a) Be published one time in a newspaper of general circulation in the county
in this state in which the street address of the dissolved domestic entity's principal
office is or was last located or, if the dissolved domestic entity has not had a
principal office in this state, in the county in which the street address of its
registered agent is or was last located; and

(b) State that, unless sooner barred by any other statute limiting actions, any
claim against the dissolved entity will be barred if an action to enforce the claim is
not commenced within five years after the publication of the notice or within four
months after the claim arises, whichever is later. The notice may contain such other
information as the dissolved entity determines to include, including information
regarding procedures facilitating the processing of claims against the dissolved
entity; except that no obligations on persons having claims against the dissolved
entity shall be imposed or implied that do not exist at law.

(3) If the dissolved domestic entity publishes a notice in accordance with
subsection (2) of this section, then, unless sooner barred under section 7-90-911 or
under any other statute limiting actions, the claim of any person against the
dissolved domestic entity is barred unless the person commences an action to
enforce the claim within five years after the publication date of the notice or within
four months after the claim arises, whichever is later.

(4) For purposes of this section and except where permitted to be disposed
of under section 7-90-911, claim means any claim, excluding claims of this state,
whether known, due or to become due, absolute or contingent, liquidated or
unliquidated, founded on contract, tort, or other legal basis, or otherwise. For
purposes of this section, an action to enforce a claim includes an arbitration under
any agreement for binding arbitration between the dissolved domestic entity and
the person making the claim and includes a civil action.

(5) This section shall not apply to a claim with respect to which notice has
been delivered by a dissolved domestic entity under section 7-90-911.

Legislative History

Source: L. 2006: Entire section added, p. 876, � 64, effective July 1. L. 2007: (4) amended, p. 245, � 41, effective May 29.