450.4806 Dissolution; notice to existing claimants; contents; validity of claim not recognized; claims barred under certain conditions; “existing claim” defined; effectiv

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450.4806 Dissolution; notice to existing claimants; contents; validity of claim not recognized; claims barred under certain conditions; “existing claim” defined; effective date of notice.

Sec. 806.

(1)The dissolved limited liability company may notify its existing claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice shall include all of the following:

(a)A description of the information that must be included in a claim. The limited liability company may demand sufficient information to permit it to make a reasonable judgment whether the claim should be accepted or rejected.

(b)A mailing address where a claim may be sent.

(c)The deadline, which may not be less than 6 months after the effective date of the written notice, by which the dissolved limited liability company must receive the claim.

(d)A statement that the claim will be barred if not received by the deadline.

(2)The giving of notice provided for in subsection

(1)does not constitute recognition that a person to whom the notice is directed has a valid claim against the limited liability company.

(3)A claim against the dissolved limited liability company is barred if either of the following applies:

(a)If a claimant who was given written notice under subsection

(1)does not deliver the claim to the dissolved limited liability company by the deadline.

(b)If a claimant whose claim was rejected by a written notice of rejection by the dissolved limited liability company does not commence a proceeding to enforce the claim within 90 days after the effective date of the written notice of rejection.

(4)For purposes of this section and section 807, "existing claim" means any claim or right against the limited liability company, liquidated or unliquidated. "Existing claim" does not mean a contingent liability or a claim based on an event occurring after the effective date of dissolution.

(5)For purposes of this section, the effective date of the written notice is the earliest of the following:

(a)The date it is received.

(b)Five days after its deposit in the United States mail, as evidenced by the postmark, if it is mailed postpaid and correctly addressed.

(c)The date shown on the return receipt, if the notice is sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

History: 1993, Act 23, Eff. June 1, 1993