§ 14.07. Unknown claims against dissolved corporation
(a) A dissolved corporation may also send and publish notice of its dissolution and request
that persons with claims against the corporation present them in accordance with the
notice.
(b) The notice must:
(1) be published one time in a newspaper of general circulation in the county where the
dissolved corporation’s principal office (or, if none in this State, its registered
office) is or was last located, and sent to the Office of the Attorney General;
(2) describe the information that must be included in a claim and provide a mailing address
where the claim may be sent; and
(3) state that a claim against the corporation and shareholders will be barred unless
a proceeding to enforce the claim is commenced within five years after the publication
of the notice.
(c)(1) If the dissolved corporation sends notice to the Attorney General and publishes a
newspaper notice in accordance with subsection (b) of this section, causes of action
against a dissolved corporation, whether arising before or after the dissolution of
the corporation, may be enforced only as follows:
(A) Against the dissolved corporation, to the extent of its undistributed assets, including
any insurance assets held by the corporation that may be available to satisfy claims.
(B) If any of the assets of the dissolved corporation have been distributed to shareholders,
against shareholders of the dissolved corporation to the extent of their pro rata
share of the claim or to the extent of the corporate assets distributed to them upon
dissolution of the corporation, whichever is less. A shareholder’s total liability
under this section may not exceed the total amount of assets of the dissolved corporation
distributed to the shareholder upon dissolution of the corporation.
(2) All causes of action against a dissolved corporation arising under subdivision (1)(A)
of this subsection are extinguished unless the claimant commences a proceeding to
enforce the cause of action against the dissolved corporation prior to the expiration
of the statute of limitations applicable to the cause of action.
(3) All causes of action against a shareholder of a dissolved corporation arising under
subdivision (1)(B) of this subsection are extinguished unless the claimant commences
a proceeding to enforce the cause of action against that shareholder of a dissolved
corporation prior to the earlier of the following:
(A) The expiration of the statute of limitations applicable to the cause of action.
(B) Five years after the effective date of the dissolution of the corporation.
(d)(1) In addition to the notice published in accordance with subsections (a) through (c)
of this section, a dissolved corporation may also give notice of the dissolution of
the corporation to persons with claims contingent upon the occurrence or nonoccurrence
of future events or otherwise conditional or unmatured, and request that such persons
present such claims in accordance with the terms of such notice. Such notice shall
be in substantially the form, and sent and published in the same manner, as described
in subsection 14.06(b) of this title.
(2) The corporation or successor entity shall offer any claimant whose claim is contingent,
conditional or unmatured, such security as the corporation or successor entity determines
is sufficient to provide compensation to the claimant if the claim matures. The corporation
or successor entity shall mail such offer to the claimant by certified mail, return
receipt requested, within 90 days of receipt of such claim. If the claimant offered
such security does not deliver in writing to the corporation or successor entity a
notice rejecting the offer within 90 days after receipt of such offer for security,
the claimant shall be deemed to have accepted such security as the sole source from
which to satisfy his or her claim against the corporation.
(e)(1) A corporation or successor entity which has given notice in accordance with subsections
(a) through (d) of this section may petition the Superior Court to determine the amount
and form of security that will be sufficient to provide compensation to any claimant
who has rejected the offer for security made pursuant to subdivision (d)(2) of this
section.
(2) A corporation or successor entity which has given notice in accordance with subsections
(a) through (d) of this section may petition the Superior Court to determine the amount
and form of security which will be sufficient to provide compensation to claimants
whose claims are known to the corporation or successor entity but whose identities
are unknown. The Superior Court shall appoint a guardian ad litem to represent all
claimants whose identities are unknown in any proceeding brought under this subsection.
The reasonable fees and expenses of such guardian, including all reasonable expert
witness fees, shall be paid by the petitioner in such proceeding.
(f) The giving of any notice or making of any offer pursuant to the provisions of this
section shall not revive any claim then barred or constitute acknowledgment by the
corporation or successor entity that any person to whom such notice is sent is a proper
claimant and shall not operate as a waiver of any defense or counterclaim in respect
of any claim asserted by any person to whom such notice is sent.
(g) As used in this section, the term “successor entity” shall include any trust, receivership,
or other legal entity governed by the laws of this State to which the remaining assets
and liabilities of a dissolved corporation are transferred and which exists solely
for the purposes of prosecuting and defending suits, by or against the dissolved corporation,
enabling the dissolved corporation to settle and close its business, to dispose of
and convey the property of the dissolved corporation, to discharge the liabilities
of the dissolved corporation, and to distribute to the dissolved corporation’s shareholders
any remaining assets, but not for the purpose of continuing the business for which
the dissolved corporation was organized. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)