§ 17-29-704 — Other claims against dissolved limited liability company

Wyoming § 17-29-704

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 29: WYOMING LIMITED LIABILITY COMPANY ACT
• Art. 7: DISSOLUTION AND WINDING UP

Text

(a) 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) The notice authorized by subsection (a) of this
section shall:
(i) Be published at least once in a newspaper of
general circulation in the county in this state in which the
dissolved limited liability company's principal office is
located or, if it has none in this state, in the county in which
the company's designated office is or was last located;
(ii) Describe the information required to be
contained in a claim and provide a mailing address to which the
claim is to be sent; and
(iii) State that a claim against the company is
barred unless an action to enforce the claim is commenced within
three (3) years after publication of the notice.
(c) If a dissolved limited liability company publishes a
notice in accordance with subsection (b) of this section, unless
the claimant commences an action to enforce the claim against
the company within three (3) years after the publication date of
the notice, the claim of each of the following claimants is
barred:
(i) A claimant that did not receive notice in a
record under W.S. 17-29-703;
(ii) A claimant whose claim was timely sent to the
company but not acted on; and
(iii) A claimant whose claim is contingent at, or
based on an event occurring after, the effective date of
dissolution.
(d) A claim not barred under this section or W.S.
17-29-703(c) may be enforced:
(i) Against a dissolved limited liability company, to
the extent of its undistributed assets; and
(ii) 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
assets distributed to the member or transferee after
dissolution, whichever is less, but a person's total liability
for all claims under this paragraph does not exceed the total
amount of assets distributed to the person after dissolution.