Section 808. Other Claims Against
Dissolved Limited Liability Company

(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.

(b) The notice must:

(1) be published at least once in a newspaper of general circulation in the [county] in which the dissolved limited liability company's principal office is located or, if none in this State, in which its designated office is or was last located;

(2) describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and

(3) state that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.

(c) If a dissolved limited liability company publishes a 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 company within five years after the publication date of the notice:

(1) a claimant who did not receive written notice under Section 807;

(2) a claimant whose claim was timely sent to the dissolved company but not acted on; and

(3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

(d) A claim not barred under this section may be enforced:

(1) against the dissolved limited liability company, to the extent of its undistributed assets; or

(2) if the assets have been distributed in liquidation, against a member of the dissolved company to the extent of the member's proportionate share of the claim or the company's assets 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.

Comment

An unknown claim will be barred when the company publishes notice requesting claimants to file claims with the company and stating that claims will be barred unless the claimant files suit to enforce the claim within five years after the date of publication. The procedure also bars known claims where the claimant either did not receive written notice described in Section 807 or received notice, mailed a claim, but the company did not act on the claim.

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 Comment to Section 807. This section does not contemplate that a company will postpone member distributions until all unknown claims are barred under this section. In appropriate cases, the company may purchase insurance or set aside funds permitting a distribution of the remaining assets. Where winding up distributions have been made to members, subsection (d)(2) authorizes recovery against those members. However, a claimant's recovery against a member is limited to the lesser of the member's proportionate share of the claim or the amount received in the distribution. This section does not extend any other applicable statutes of limitation. See Section 104.