§ 23-1-45-7 — Notice of dissolution; claims against dissolved corporation

Indiana § 23-1-45-7

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 1: INDIANA BUSINESS CORPORATION LAW
• Ch. 45: Voluntary Dissolution

Text

(a) A dissolved corporation may also publish
notice of its dissolution and request that persons with claims against the
corporation present them in accordance with the notice.
(b) The notice must:
(1) be published one (1) time in a newspaper of general
circulation in the county where the dissolved corporation's
principal office (or, if none in Indiana, its registered office) is or
was last located;
(2) describe the information that must be included in a claim and
provide a mailing address where the claim may be sent; and
(3) state that a claim against the corporation will be barred unless
a proceeding to enforce the claim is commenced within two (2)
years after the publication of the notice.
(c) If the dissolved corporation publishes a newspaper notice in
accordance with subsection (b), the claim of each of the following
claimants is barred unless the claimant commences a proceeding to
enforce the claim within two (2) years after the publication date of the
newspaper notice:
(1) A claimant who did not receive written notice under section
6 of this chapter.
(2) A claimant whose claim was timely sent to the dissolved
corporation but not acted on.
(3) A claimant whose claim is contingent or based on an event
occurring after the effective date of dissolution.
(d) A claim may be enforced under this section:
(1) against the dissolved corporation, to the extent of its
undistributed assets; or
(2) if the assets have been distributed in liquidation, against a
shareholder of the dissolved corporation to the extent of the
shareholder's pro rata share of the claim or the corporate assets
distributed to the shareholder in liquidation, whichever is less, but
a shareholder's total liability for all claims under this section may
not exceed the total amount of assets distributed to the
shareholder.

Legislative History

As added by P.L.149-1986, SEC.29. Amended by P.L.75-1990, SEC.3.