Code of Alabama - Title 10A: Alabama Business and Nonprofit Entities Code - Section 10A-5A-11.12 - Known claims against dissolved series

Section 10A-5A-11.12 - Known claims against dissolved series.

Notwithstanding Sections 10A-1-9.01 and 10A-1-9.21:

(a) A dissolved series may dispose of any known claims against it by following the procedures described in subsection (b), at any time after the effective date of the dissolution of the series.

(b) A dissolved series may give notice of the dissolution in a writing to the holder of any known claim. The notice must:

(1) identify the limited liability company and the dissolved series;

(2) describe the information required to be included in a claim;

(3) provide a mailing address to which the claim is to be sent;

(4) state the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved series must receive the claim; and

(5) state that if not sooner barred, the claim will be barred if not received by the deadline.

(c) Unless sooner barred by any other statute limiting actions, a claim against a dissolved series is barred:

(1) If a claimant who was given notice under subsection (b) does not deliver the claim to the dissolved series by the deadline; or

(2) If a claimant whose claim was rejected by the dissolved series does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejected notice.

(d) For purposes of this section, known claim or claim includes unliquidated claims, but does not include a contingent liability that has not matured so that there is no immediate right to bring suit or a claim based on an event occurring after the effective date of dissolution.

(e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.

(Act 2014-144, p. 265, §1.)

Last modified: May 3, 2021