§ 1992 — Notice to claimants

Pennsylvania § 1992

• Jurisdiction: Pennsylvania
• Title 15: CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
• Part: PART II
• Ch. 19: FUNDAMENTAL CHANGES
• Subch.: POSTDISSOLUTION PROVISION FOR LIABILITIES

Text

(a) General rule.--After a business corporation that has elected to proceed under this subchapter has been dissolved in accordance with section 1977 (relating to articles of dissolution), the corporation or any successor entity shall give notice of the dissolution requesting all persons having a claim against the corporation to present their claims against the corporation in accordance with the notice. The notice shall state:

(1) That all claims must be presented in writing and must contain sufficient information reasonably to inform the corporation or successor entity of the identity of the claimant and the substance of the claim.

(2) The mailing address to which a claim must be sent.

(3) The deadline, which shall be not less than 60 days after the date the notice is given, by which the corporation or successor entity must receive the claim.

(4) That the claim will be barred if not received by the deadline.

(5) That the corporation or a successor entity may make distribution to other claimants and the shareholders of the corporation or persons interested as having been such without further notice to the claimant.

(b) Unmatured contractual claims.--The corporation or successor entity electing to follow the procedures specified in this subchapter shall also give notice of the dissolution of the corporation to persons with contractual claims contingent upon the occurrence or nonoccurrence of future events or otherwise conditional or unmatured, and shall request that such persons present their claims in accordance with the terms of the notice. The notice shall be in substantially the form specified in subsection (a).

(c) Publication and service of notices.--

(1) The notices required by this section shall be officially published at least once a week for two consecutive weeks and, in the case of a corporation having $10,000,000 or more in total assets at the time of its dissolution, at least once in all editions of a daily newspaper with a national circulation.

(2) Concurrently with or preceding the publication, the corporation or successor entity shall send a copy of the notice by certified or registered mail, return receipt requested, to each:

(i) known creditor or claimant;

(ii) holder of a claim described in subsection (b); and

(iii) municipal corporation in which a place of business of the corporation in this Commonwealth was located at the time of filing the articles of dissolution in the department.

(d) Claims barred.--A claim against a dissolved corporation is barred if a claimant who was given written notice under subsection (c)(2) does not deliver the claim to the dissolved corporation or successor entity by the deadline.

Legislative History

(Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment.Act 34 amended subsec. (c). Cross References.Section 1992 is referred to in sections 1979, 1993, 1994, 1995 of this title.