Section 355.696

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 355

Effective - 01 Jul 1995, see footnote   

  355.696.  Claims against dissolved corporation. — 1.  A dissolved corporation shall dispose of the known claims against it by following the procedure described in this section.

  2.  The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date.  The written notice must:

  (1)  Describe information that must be included in a claim;

  (2)  Provide a mailing address where a claim may be sent;

  (3)  State the deadline, which may not be fewer than one hundred eighty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and

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

  3.  Other rules of law, including rules on the permissibility of third-party claims, to the contrary notwithstanding, a claim against a corporation which is dissolved after authorization and which has been dissolved without fraudulent intent is barred:

  (1)  If a claimant who was given written notice under subsection 2 of this section does not deliver the claim to the dissolved corporation by the deadline;

  (2)  If a claimant whose claim was rejected by the dissolved corporation does not commence proceedings to enforce the claim within ninety days from the effective date of the rejection notice.

  4.  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.

  5.  For purposes of this section, "fraudulent intent" shall be established if it is shown that the sole or primary purpose of the authorization for dissolution or the dissolution was to defraud shareholders, creditors or others.

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(L. 1994 H.B. 1095)

Effective 7-01-95