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275.325 Publication of notice of dissolution -- Barred claims -- Enforceable claims.
(1)
(2)
(3)
(4)
A dissolved limited liability company may publish notice of its dissolution pursuant
to this section.
The notice shall:
(a) Be published once in a newspaper of general circulation in the county where
the limited liability company's principal office, or, if none in this state, its
registered 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 limited liability company will be barred unless a
proceeding to enforce the claim is commenced within two (2) years, or five (5)
years for a professional limited liability company, after the publication of the
notice.
If the dissolved limited liability company publishes a newspaper notice in
accordance with subsection (2) of this section and, if required, files articles of
dissolution pursuant to KRS 275.315, the claim of each of the following claimants
shall be barred unless the claimant commences a proceeding to enforce the claim
against the limited liability company within two (2) years, or five (5) years for a
professional limited liability company, after the later of publication date of the
newspaper notice or the filing of the articles of dissolution pursuant to KRS
275.315, the filing of a certificate of dissolution by the Secretary of State pursuant
to KRS 14A.7-020, or the filing of a decree of judicial dissolution by the Secretary
of State pursuant to KRS 275.290(2):
(a) A claimant who did not receive written notice under KRS 275.320;
(b) A claimant whose claim was timely sent to the limited liability company but
not acted on;
(c) A claimant whose claim is contingent or based on an event occurring after the
effective date of dissolution.
A claim may be enforced under this section:
(a) Against the limited liability company, to the extent of its undistributed assets;
or
(b) If the assets have been distributed in liquidation, against a member of the
limited liability company to the extent of his pro rata share of the claim or the
assets of the limited liability company distributed to him in liquidation,
whichever is less, but a member's total liability for all claims under this
section shall not exceed the total amount of assets, less liabilities assumed or
taken subject to, distributed to him.
Effective: January 1, 2011
History: Amended 2010 Ky. Acts ch. 151, sec. 146, effective January 1, 2011. -Created 1994 Ky. Acts ch. 389, sec. 65, effective July 15, 1994.
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