Section 347.141

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 347

Effective - 28 Aug 2000   

  347.141.  Disposition of claims after dissolution — notice of dissolution, requirements — barred claims — notice of winding up, disposition of unknown claims — barred claims — enforcement of claims — fraudulent intent defined. — 1.  A dissolved limited liability company may dispose of the known claims against it in accordance with subsections 1 and 2 of this section.  The dissolved limited liability company shall notify its known claimants in writing of the dissolution at any time after its effective date.  The written notice must do all of the following:

  (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 ninety days from the effective date of the written notice, by which the dissolved limited liability company must receive the claim; and

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

  2.  Notwithstanding other provisions of law, including laws regarding permissibility of third-party claims, to the contrary, a claim against a limited liability company dissolved without fraudulent intent is barred if either of the following occurs:

  (1)  A claimant who was given written notice under subsection 1 of this section does not deliver the claim to the dissolved limited liability company by the deadline; or

  (2)  A claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within one hundred and twenty days from the effective date of the rejection notice.  

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

  3.  A dissolved limited liability company may dispose of the unknown claims against it by filing a notice of winding up in accordance with subsections 3 and 4 of this section.  The notice of winding up shall meet all of the following requirements:

  (1)  Be published one time in a newspaper of general circulation in the county where the dissolved limited liability company's principal office, or if not in this state, its registered office, is or was 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)  Be published one time in the Missouri Register;

  (4)  Contain a request that persons with claims against the limited liability company present them in accordance with the notice of winding up;

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

  (6)  State that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.

  4.  Notwithstanding other provisions of law, including laws regarding permissibility of third-party claims, to the contrary, if a limited liability company dissolved without fraudulent intent files a notice of winding up in accordance with subsection 2 of section 347.137 and publishes such notice in accordance with subsection 3 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 limited liability company within three years after the date the notice of winding up is filed or published, whichever occurs later:

  (1)  A claimant who did not receive written notice under subsection 1 of this section;

  (2)  A claimant whose claim was timely sent to the dissolved limited liability company but not acted on; or

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

  5.  A claim may be enforced under this section in either of the following ways:

  (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 limited liability company to the extent of the member's pro rata share of the claim or the limited liability company assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section shall not exceed the total amount of assets distributed to the member in liquidation.

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

  7.  Notwithstanding any other provision of this chapter to the contrary, except as provided in subsection 8 of this section, a claim against a limited liability company dissolved pursuant to this chapter for which claim the limited liability company has a contract of insurance which will indemnify the limited liability company for any adverse result from such claim:

  (1)  Is not subject to the provisions of subsections 1 to 6 of this section and may not be barred by compliance with subsections 1 to 6 of this section;

  (2)  May be asserted at any time within the statutory period otherwise provided by law for such claims;

  (3)  May be asserted against, and service of process had upon, the dissolved limited liability company for whom the court, at the request of the party bringing the suit, shall appoint a defendant ad litem.

  8.  Judgments obtained in suits filed and prosecuted pursuant to subsection 7 of this section shall only be enforceable against one or more contracts of insurance issued to the limited liability company, its officers, directors, agents, servants or employees, indemnifying them, or any of them, against such claims.

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(L. 1993 S.B. 66 & 20 § 359.788, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 1999 S.B. 278, A.L. 2000 S.B. 896)