16-18-908. Other claims against dissolved limited liability partnership.

485 words·~2 min read·/ut/title-16/chapter-18/16-18-908

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

Effective 10/1/2026

(1)A dissolved limited liability partnership may publish notice of the dissolved limited liability partnership's dissolution and request persons having claims against the dissolved limited liability partnership to present them in accordance with the notice.

(2)A notice under Subsection

(1)must:

(a)be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability partnership's principal office is located or, if the principal office is not located in this state, in the county in which the office of the dissolved limited liability partnership's registered agent is or was last located and in accordance with Section 45-1-101 ;

(b)describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent;

(c)state that a claim against the dissolved limited liability partnership is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice; and

(d)unless the dissolved limited liability partnership has been throughout the limited liability partnership's existence a limited liability partnership, state that the barring of a claim against the dissolved limited liability partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on Section 16-18-306 .

(3)If a dissolved limited liability partnership publishes a notice in accordance with Subsection

(2), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited liability partnership not later than three years after the publication date of the notice:

(a)a claimant that did not receive notice in a record under Section 16-18-907 ;

(b)a claimant whose claim was timely sent to the partnership but not acted on; and

(c)a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.

(4)A claim not barred under this section or Section 16-18-907 may be enforced:

(a)against a dissolved limited liability partnership, to the extent of the dissolved limited liability partnership's undistributed assets;

(b)except as otherwise provided in Section 16-18-909 , if assets of the dissolved limited liability partnership have been distributed after dissolution, against a partner or transferee to the extent of that person's proportionate share of the claim or of the dissolved limited liability partnership's assets distributed to the partner or transferee after dissolution, whichever is less, but a person's total liability for all claims under this subsection may not exceed the total amount of assets distributed to the person after dissolution; and

(c)against any person liable on the claim under Sections 16-18-306 , 16-18-803 , and 16-18-905 .

Renumbered and Amended by Chapter 93 , 2026 General Session