Section 807. Known Claims Against
Dissolved Limited Liability Company

(a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section.

(b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution. The notice must:

(1) specify the information required to be included in a claim;

(2) provide a mailing address where the claim is to be sent;

(3) state the deadline for receipt of the claim, which may not be less than 120 days after the date the written notice is received by the claimant; and

(4) state that the claim will be barred if not received by the deadline.

(c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) are met, and:

(1) the claim is not received by the specified deadline; or

(2) in the case of a claim that is timely received but rejected by the dissolved company, the claimant does not commence a proceeding to enforce the claim within 90 days after the receipt of the notice of the rejection.

(d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

Comment

A known claim will be barred when the company provides written notice to a claimant that a claim must be filed with the company no later than at least 120 days after receipt of the written notice and the claimant fails to file the claim. If the claim is timely received but is rejected by the company, the claim is nevertheless barred unless the claimant files suit to enforce the claim within 90 days after the receipt of the notice of rejection. A claim described in subsection (d) is not a "known" claim and is governed by Section 808. This section does not extend any other applicable statutes of limitation. See Section 104. Depending on the management of the company, members or managers must discharge or make provision for discharging all of the company's known liabilities before distributing the remaining assets to the members. See Sections 806(a), 406, and 407.