2006 Code of Virginia § 13.1-746.1 - Other claims against dissolved corporation

13.1-746.1. Other claims against dissolved corporation.

A. A dissolved corporation may also publish notice of its dissolution andrequest that persons with claims against the dissolved corporation presentthem in accordance with the notice.

B. The notice shall:

1. Be published one time in a newspaper of general circulation in the city orcounty where the dissolved corporation's principal office, or, if none in theCommonwealth, its registered office, is or was last located;

2. Describe the information that must be included in a claim and provide amailing address where the claim may be sent; and

3. State that a claim against the dissolved corporation will be barred unlessa proceeding to enforce the claim is commenced prior to the earlier of theexpiration of any applicable statute of limitations or three years after thedate of publication of the notice.

C. If the dissolved corporation publishes a newspaper notice in accordancewith subsection B, the claim of each of the following claimants is barredunless the claimant commences a proceeding to enforce the claim against thedissolved corporation prior to the earlier of the expiration of anyapplicable statute of limitations or three years after the publication dateof the newspaper notice:

1. A claimant who was not given written notice under 13.1-746;

2. A claimant whose claim was timely sent to the dissolved corporation butnot acted on;

3. A claimant whose claim does not meet the definition of a claim insubsection D of 13.1-746.

D. A claim that is not barred by subsection C of 13.1-746 or subsection Cof 13.1-746.1 may be enforced:

1. Against the dissolved corporation, to the extent of its undistributedassets; or

2. Except as provided in subsection D of 13.1-746.2, if the assets havebeen distributed in liquidation, against a shareholder of the dissolvedcorporation to the extent of the shareholder's pro rata share of the claim orthe corporate assets distributed to the shareholder in liquidation, whicheveris less, but a shareholder's total liability for all claims under thissection may not exceed the total amount of assets distributed to theshareholder.

(2005, c. 765.)