2020 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 4 - Mississippi Business Corporation Act
Article 14 - Dissolution
Voluntary Dissolution
§ 79-4-14.07. Unknown claims against dissolved corporation
A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.
The notice must:
- Be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office is or was located, or in Hinds County if the corporation does not have a principal office in this state;
- Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
- State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within three (3) years after the publication of the notice.
If the dissolved corporation 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 enforce the claim against the dissolved corporation within the lesser of three (3) years after the publication date of the newspaper notice, or any other applicable limitations period established by applicable law:
A claimant who was not given written notice under Section 79-4-14.06;
A claimant whose claim was timely sent to the dissolved corporation but not acted on;
A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
A claim that is not barred by Section 79-4-14.06(c) or subsection (c) of this section may be enforced:
Against the dissolved corporation, to the extent of its undistributed assets; or
Except as provided in Section 79-4-14.08(d), if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder.
