63.644 Unknown claims against dissolved limited liability company; use of insurance assets of dissolved company
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63.644 Unknown claims against dissolved limited liability company; use of insurance assets of dissolved company.
(1)A dissolved limited liability company that has filed articles of dissolution in accordance with ORS 63.631 may publish notice of the limited liability company’s dissolution and request that persons with claims against the limited liability company present the claims in accordance with the notice.
(2)The notice must:
(a)Be published one time in a newspaper of general circulation in the county where the dissolved limited liability company’s principal office is located or, if the principal office is not in this state, where the dissolved limited liability company’s registered office is or was last located;
(b)Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(c)State that, except as provided in subsection
(4)of this section, a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice.
(3)If a dissolved limited liability company publishes a newspaper notice in accordance with subsection
(2)of this section, the claim of each of the following claimants is barred, except as provided in subsection
(4)of this section, unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within five years after the publication date of the newspaper notice:
(a)A claimant who did not receive written notice under ORS 63.641;
(b)A claimant whose claim was sent in a timely manner to the dissolved limited liability company but not acted on; or
(c)A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(4)(a) A claim against a dissolved limited liability company that may be satisfied, in whole or in part, by insurance assets held by, on behalf of or for the benefit of the dissolved limited liability company, including any rights, benefits or proceeds arising or derived from the insurance assets, is not subject to the time limitation set forth in subsection
(3)of this section, but is subject to other applicable statutes of limitation. A claimant that brings a claim after the time limitation set forth in subsection
(3)of this section may not recover from the dissolved limited liability company more than the rights, benefits or proceeds available from the insurance assets.
(b)Notwithstanding ORS 63.121, a claimant may serve a summons or other process upon a dissolved limited liability company for a claim described in paragraph
(a)of this subsection by delivering the summons or process to a manager or officer of the dissolved limited liability company, to a person that has charge of the dissolved limited liability company’s assets or, if the claimant cannot locate the manager, officer or person, to any agent who was authorized to accept service of process immediately before the limited liability company dissolved.
(c)If a claimant states in an affidavit to a circuit court of this state that the claimant cannot after due diligence locate any of the persons described in paragraph
(b)of this subsection, the court may provide in an order that the claimant may serve process upon the dissolved limited liability company by personally delivering the service, together with a copy of the court’s order, to the office of the Secretary of State. Service delivered as provided in this paragraph is complete on the 10th day after the delivery. [1993 c.173 §57; 2021 c.221 §3; 2023 c.9 §2]