§ 10-33-101 — Dissolution procedure for corporations that give notice to creditors and claimants

claimants.
When a notice of intent to dissolve has been filed with the secretary of state and the
attorney general, if applicable, the corporation may give notice of the filing to each creditor of
and claimant against the corporation known or unknown, present or future, and contingent or
noncontingent.
1. If notice to creditors and claimants is given, it must be given:
a. By publishing the notice once each week for four successive weeks in an official
newspaper, as defined in chapter 46-06, in the county or counties where the
registered office and the principal executive office of the corporation are located;
and
b. By giving written notice to known creditors and claimants pursuant to
subsection 26 of section 10-33-01.
2. a. The notice to creditors and claimants must contain:
(1) A statement that the corporation is in the process of dissolving;
(2) A statement that the corporation has filed with the secretary of state a notice
of intent to dissolve;
(3) The date of filing the notice of intent to dissolve;
(4) The address of the office to which written claims against the corporation
must be presented; and
(5) The date by which all the claims must be received, which must be the later
of:
(a) Ninety days after published notice; or
(b) With respect to a particular known creditor or claimant, ninety days
after the date on which written notice was given to that creditor or
claimant.
b. Published notice is deemed given on the date of first publication for the purpose
of determining this date.
3. With respect to claims against a corporation that gives notice to creditors and
claimants:

a. The corporation has thirty days from the receipt of each claim filed according to
the procedures set forth by the corporation on or before the date set forth in the
notice to accept or reject the claim by giving written notice to the person
submitting it. A claim not expressly rejected in this manner is deemed accepted.
b. A creditor or claimant to whom notice is given and whose claim is rejected by the
corporation has:
(1) Sixty days from the date of rejection;
(2) One hundred eighty days from the date the corporation filed with the
secretary of state the notice of intent to dissolve; or
(3) Ninety days after the date on which notice was given to the creditor or
claimant, whichever is longer, to pursue any other remedies with respect to
the claim.
c. A creditor or claimant to whom notice is given who fails to file a claim according to
the procedures set forth by the corporation on or before the date set forth in the
notice is barred from suing on that claim or otherwise realizing upon it or
enforcing it, except as provided in section 10-33-115.
d. A creditor or claimant whose claim is rejected by the corporation under
subdivision b is barred from suing on that claim or otherwise realizing upon or
enforcing it, if the creditor or claimant does not initiate legal, administrative, or
arbitration proceedings with respect to the claim within the time provided in
subdivision b.
4. Articles of dissolution for a corporation dissolving under this section that has given
notice to creditors and claimants must be filed with the secretary of state after
compliance with section 10-33-122, if applicable, and:
a. The ninety-day period in subdivision a of subsection 2 has expired and the
payment of claims of all creditors and claimants filing a claim within that period
has been made or provided for; or
b. The longest of the periods described in subdivision b of subsection 3 has expired
and there are no pending legal, administrative, or arbitration proceedings by or
against the corporation commenced within the time provided in subdivision b of
subsection 3.
5. The articles of dissolution for a corporation that has given notice to creditors and
claimants under this section must state:
a. The last date on which the notice was given and:
(1) That the payment of all creditors and claimants filing a claim within the
ninety-day period in subdivision a of subsection 2 has been made or
provided for; or
(2) The date on which the longest of the periods described in subdivision b of
subsection 3 expired;
b. That the remaining property, assets, and claims of the corporation have been
distributed in accordance with section 10-33-105, or that adequate provision has
been made for that distribution; and
c. That there are no pending legal, administrative, or arbitration proceedings by or
against the corporation commenced within the time provided in subdivision b of
subsection 3, or that adequate provision has been made for the satisfaction of
any judgment, order, or decree that may be entered against it in a pending
proceeding.