Pennsylvania § 8875 Other claims against dissolved limited liability company

Pennsylvania Statutes

§ 8875 — Other claims against dissolved limited liability company

Pennsylvania § 8875

JurisdictionPennsylvania

Title 15CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

PartPART III

Ch. 88LIMITED LIABILITY COMPANIES

Subch.DISSOLUTION AND WINDING UP

This text of Pennsylvania § 8875 (Other claims against dissolved limited liability company) is published on Counsel Stack Legal Research, covering Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

15 Pa. Cons. Stat. § 8875 (2026).

Text

(a)Permissive notice.--A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.

(b)Notice procedure.--A notice under subsection (a) must:

(1)be officially published one time;

(2)describe the information required to be contained in a claim, state that the claim must be in writing and provide a mailing address to which the claim is to be sent; and

(3)state that a claim against the limited liability company is barred unless an action to enforce the claim is commenced within two years after publication of the notice.

(c)Claims barred.--If a dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following c

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(a) Permissive notice.--A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.

(b) Notice procedure.--A notice under subsection (a) must:

(1) be officially published one time;

(2) describe the information required to be contained in a claim, state that the claim must be in writing and provide a mailing address to which the claim is to be sent; and

(3) state that a claim against the limited liability company is barred unless an action to enforce the claim is commenced within two years after publication of the notice.

(c) Claims barred.--If a dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the company within two years after the publication date of the notice:

(1) a claimant that did not receive notice in record form under section 8874 (relating to known claims against dissolved limited liability company);

(2) a claimant whose claim was timely sent to the company but not acted on; and

(3) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.

(d) Claims not barred.--A claim not barred under this section or section 8874 may be enforced:

(1) against a dissolved limited liability company, to the extent of its undistributed assets; and

(2) except as provided in section 8876 (relating to court proceedings), if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the company's assets distributed to the member or transferee after dissolution, whichever is less, except that a person's total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution.