Section 351.482

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 01 Jul 2001, see footnote   

  351.482.  Unknown claims against dissolved corporation. — 1.  After dissolution is authorized pursuant to section 351.462, 351.464 or 351.466, or it has been dissolved pursuant to section 351.486, a corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.

  2.  The notice shall:

  (1)  Be published one time in a newspaper of general circulation in the county where the corporation's principal office, or, if none in this state, its registered office, is or was last located;

  (2)  Be published one time in a publication of statewide circulation whose audience is primarily persons engaged in the practice of law in this state and which is published not less than four times per year;

  (3)  At the request of the corporation, be published by the secretary of state in an electronic format accessible to the public;

  (4)  Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

  (5)  State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice.

  3.  Other rules of law, including rules on the permissibility of third-party claims, to the contrary notwithstanding, if a corporation dissolved without fraudulent intent publishes notices in accordance with subsection 2 of this section, 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 two years after the publication date of whichever of the notices was published last:

  (1)  A claimant who did not receive written notice pursuant to section 351.478;

  (2)  A claimant whose claim was timely sent to the dissolved corporation but not acted on;

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

  4.  A claim may be enforced pursuant to this section only:

  (1)  Against the dissolved corporation, to the extent of its undistributed assets; or

  (2)  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 pursuant to this section may not exceed the total amount of assets distributed to the shareholder.

  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.

­­--------

(L. 1990 H.B. 1432, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 2000 S.B. 896, A.L. 2001 S.B. 288)

Effective 7-01-01