The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 025 : Limited Liability Companies

Subchapter 007 : Winding up of Company Business

• § 4108. Other claims against dissolved limited liability company

  (a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.

  (b) The notice shall:

  (1) be published at least once in a newspaper of general circulation in the county in which the dissolved limited liability company’s principal office is located or, if it has none in this State, in the county in which its designated office is or was last located, and sent to the Office of the Attorney General;

  (2) describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and

  (3) state that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.

  (c)(1) If the dissolved limited liability company sends notice to the Attorney General and publishes a newspaper notice in accordance with subsection (b) of this section, a cause of action against a dissolved limited liability company, whether arising before or after the dissolution of the limited liability company, may be enforced only as follows:

  (A) against the dissolved limited liability company; and

  (B) if any of the assets of the dissolved limited liability company have been distributed to its members, against members of the dissolved limited liability company.

  (2) A cause of action against a dissolved limited liability company arising under subdivision (1)(A) of this subsection is extinguished unless the claimant commences a proceeding to enforce the cause of action against the dissolved limited liability company prior to the expiration of the statute of limitations applicable to the cause of action.

  (3) A cause of action against a dissolved limited liability company arising under subdivision (1)(B) of this subsection is extinguished unless the claimant commences a proceeding to enforce the cause of action against a member of a dissolved limited liability company prior to the earlier of the following:

  (A) the expiration of the statute of limitations applicable to the cause of action; or

  (B) five years after the effective date of the dissolution of the limited liability company. (Added 2015, No. 17, § 2.)