2018 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 29 - Revised Mississippi Limited Liability Company Act
Article 8 - Dissolution.
§ 79-29-819. Unknown claims against dissolved limited liability company.
(1) A dissolved limited liability company may publish notice of its dissolution pursuant to this section which requests that persons with claims against the limited liability company present them in accordance with the notice.
(2) The notice must:
(a) Be published one time in a newspaper of general circulation in the county where the dissolved limited liability company’s principal office is or was last located, or in Hinds County if the limited liability company does or did not have a principal office in this state;
(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 not otherwise barred will be barred unless a proceeding to enforce the claim is commenced within three (3) years after the latter of the publication of the notice or the filing of a certificate of dissolution with respect to the limited liability company.
(3) If the dissolved limited liability company publishes a newspaper notice in accordance with subsection (2) and files a certificate of dissolution pursuant to Section 79-29-205, the claim of each of the following claimants which is not otherwise barred is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within three (3) years after the latter of the publication date of the newspaper notice or the filing of the certificate of dissolution:
(a) A claimant who did not receive written notice under Section 79-29-817;
(b) A claimant whose claim was timely sent to the dissolved limited liability company but not acted on within the three-year period; and
(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 section:
(a) Against the dissolved 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 dissolved limited liability company to the extent of the member’s pro rata share of the claim or the assets of the limited liability company 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, subject to Section 79-29-611(1).