§ 43-38-1010 — Known and unknown claims against cooperative

Tennessee § 43-38-1010

• Jurisdiction: Tennessee
• Title: 43

Text

(a) When a notice of dissolution has been filed with the secretary of state, and the business of the cooperative is not to be wound up and terminated by merging the dissolved cooperative into a successor organization under § 43-38-122 , then the cooperative may give notice of the filing to each creditor of and claimant against the cooperative, known or unknown, present or future, and contingent or noncontingent, in accordance with subsections (b) and (c). (b) (1) A cooperative may dispose of the known claims against it by following the procedure described in this subsection (b). (2) The dissolved cooperative shall notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice must: (A) Describe information that must be included in a claim; (B) State whether the claim is admitted, or not admitted, and if admitted: (i) The amount that is admitted, which may be as of a given date; and (ii) Any interest obligation if fixed by an instrument of indebtedness; (C) Provide a mailing address where a claim may be sent; (D) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved cooperative must receive the claim; and (E) State that, except to the extent that any claim is admitted, the claim will be barred if written notice of the claim is not received by the deadline. (3) A claim against the dissolved cooperative is barred to the extent that the dissolved cooperative delivered written notice to the claimant: (A) In accordance with subdivision (b)(2) and the claimant did not deliver a written notice of the claim to the dissolved cooperative by the deadline; or (B) That the claimant's claim is rejected, in whole or in part, and the claimant did not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice. (4) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. (5) For purposes of this section, written notice is effective at the earliest of the following: (A) When received; (B) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed; (C) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt signed by or on behalf of the addressee; or (D) Twenty (20) days after deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed. (c) (1) A dissolved cooperative may also publish notice of its dissolution and request that persons with claims against the cooperative present them in accordance with the notice. (2) The notice must: (A) Be published one (1) time in a newspaper of general circulation in the county where the dissolved cooperative's principal executive office is or was last located; (B) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (C) State that a claim against the cooperative will be barred unless a proceeding to endorse the claim is commenced within two (2) years after the publication of the notice. (3) If the cooperative 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 endorse the claim against the dissolved cooperative within two (2) years after the publication date of the newspaper notice: (A) A claimant who did not receive written notice under subsection (b); (B) A claimant whose claim was timely sent to the dissolved cooperative but not acted on; or (C) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (4) A claim may be enforced under this subsection (c): (A) Against the dissolved cooperative, to the extent of its undistributed assets; or (B) If the assets have been distributed in liquidation, against a member of the dissolved cooperative to the extent of the member's pro rata share of the claim or the cooperative assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this subsection (c) may not exceed the total amount of assets distributed to the member. (d) If the dissolved cooperative does not comply with subsections (b) and (c), claimants against the cooperative may enforce their claims: (1) Against the dissolved cooperative to the extent of its undistributed assets; or (2) If the assets have been distributed in liquidation, against a member of the dissolved cooperative to the extent of the member's pro rata share of the claim or the cooperative assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member; provided however, that a claim may not be enforced against a member of a dissolved cooperative who received a distribution in liquidation after three (3) years from the date of the filing of articles of termination.

Legislative History

Acts 2004, ch. 534, § 32.