10-1407. Unknown claims against dissolved corporation

361 words·~2 min read·/az/title-10/10-1407

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

A. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.

B. The notice shall:

1. Be published one time in a newspaper of general circulation in the county where the dissolved corporation's known place of business is or was last located.

2. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent.

3. State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice or before the expiration of any other applicable limitations period, whichever is earlier.

C. If the dissolved corporation publishes a newspaper notice in accordance with subsection B 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 five years after the publication date of the newspaper notice or before the expiration of any other applicable limitations period, whichever is earlier:

1. A claimant who did not receive written notice under section 10-1406.

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 the dissolution.

D. A claim, including a contingent claim or a claim based on an event occurring after the effective date of dissolution, may be enforced under this section either:

1. Against the dissolved corporation to the extent of its undistributed assets.

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 under this subsection shall not exceed the total amount of assets distributed to the shareholder.

E. This section does not extend or lengthen any otherwise applicable time period during which claims may be brought against the corporation.