2010 Tennessee Code
Title 48 - Corporations And Associations
Chapter 249 - Tennessee Revised Limited Liability Company Act
Part 6 - Dissolution and Winding Up of the LLC
48-249-611 - Known and unknown claims against LLC.

48-249-611. Known and unknown claims against LLC.

(a)  Notice to creditors.  When a notice of dissolution has been filed with the secretary of state, and the business of the LLC is to be wound up and terminated by other than merger of the dissolved LLC into a successor entity under § 48-249-610(a), then the LLC may give notice of the filing to each creditor of, and claimant against, the LLC, known or unknown, present or future, and contingent or noncontingent, in accordance with subsections (b) and (c).

(b)  Disposition of known claims. 

     (1)  An LLC may dispose of the known claims against it by following the procedure described in this subsection (b).

     (2)  The dissolved LLC shall notify its known claimants in writing of the dissolution, at any time after the effective date of the dissolution. The written notice shall:

          (A)  Describe information that is required to 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 LLC shall 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 LLC is barred, to the extent that it is not admitted:

          (A)  If the dissolved LLC delivered written notice to the claimant in accordance with subdivision (b)(2), and the claimant does not deliver a written notice of the claim to the dissolved LLC by the deadline; or

          (B)  If the dissolved LLC delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does 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 subsection (b), “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 subsection (b), 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 is 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)  Notice by publication. 

     (1)  A dissolved LLC may also publish notice of its dissolution and request that persons with claims against the LLC present them in accordance with the notice.

     (2)  The notice shall:

          (A)  Be published one (1) time in a newspaper of general circulation in the county where the dissolved LLC's principal executive office is or was last located;

          (B)  Describe the information that is required to be included in a claim and provide a mailing address where the claim may be sent; and

          (C)  State that a claim against the LLC will be barred, unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.

     (3)  If the dissolved LLC publishes a newspaper notice as provided in this subsection (c), the claim of each of the following claimants is barred, unless the claimant commences a proceeding to enforce the claim against the dissolved LLC 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 LLC, 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 LLC, to the extent of its undistributed assets; or

          (B)  If the assets have been distributed in liquidation, against a member or holder of financial rights of the dissolved LLC, to the extent of the member's or holder's pro rata share of the claim or the LLC assets distributed to the member or holder in liquidation, whichever is less, but a member's or holder's total liability for all claims under this subsection (c) may not exceed the total amount of assets distributed to the member or holder.

(d)  Effect of noncompliance.  If the dissolved LLC does not comply with the provisions of subsection (b) or (c), then claimants against the LLC not barred by this section may enforce their claims:

     (1)  Against the dissolved LLC, to the extent of its undistributed assets; or

     (2)  If the assets have been distributed in liquidation, against a member or holder of financial rights of the dissolved LLC to the extent of the member's or holder's pro rata share of the claim, or the LLC assets distributed to the member or holder in liquidation, whichever is less, but a member's or holder's total liability for all claims under this section may not exceed the total amount of assets distributed to the member or holder; provided, that a claim may not be enforced against a member or holder of a dissolved LLC who received a distribution in liquidation after three (3) years from the date of the filing of articles of termination.

[Acts 2005, ch. 286, § 1; 2006, ch. 620, § 36.]