Iowa Code 489.705 – Other claims against dissolved limited liability company
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1. 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.
Terms Used In Iowa Code 489.705
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
- Internet: means the federated international system that is composed of allied electronic communication networks linked by telecommunication channels, that uses standardized protocols, and that facilitates electronic communication services, including but not limited to use of the world wide web; the transmission of electronic mail or messages; the transfer of files and data or other electronic information; and the transmission of voice, image, and video. See Iowa Code 4.1
- Member: means a person for whom all of the following are true:a. See Iowa Code 489.102
- Person: includes a protected series, however denominated, of an entity if the protected series is established under law that limits, or limits if conditions specified under law are satisfied, the ability of a creditor of the entity or of any other protected series of the entity to satisfy a claim from assets of the protected series. See Iowa Code 489.102
- Principal office: means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this state. See Iowa Code 489.102
- Registered agent: means an agent of a limited liability company or foreign limited liability company which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the company. See Iowa Code 489.102
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Iowa Code 489.102
- Transferee: includes a person that owns a transferable interest under section 489. See Iowa Code 489.102
2. The notice under subsection 1 must meet all of the following requirements:
a. Comply with any of the following:
(1) Publication of the notice one time in a newspaper of general circulation in the county in this state in which the dissolved limited liability company’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 company’s registered agent is or was last located.
(2) Publication by posting the notice conspicuously for at least thirty days on the dissolved limited liability company’s internet site.
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 limited liability company is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice.
3. If a dissolved limited liability company 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 company 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 489.704.
b. A claimant whose claim was timely sent to the limited liability company but not acted on.
c. A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.
4. A claim not barred under this section or section 489.704 may be enforced as follows:
a. Against a dissolved limited liability company, to the extent of its undistributed assets.
b. Except as otherwise provided in section 489.706, if assets of the limited liability company have been distributed after dissolution, against a member or transferee to the extent of that person‘s proportionate share of the claim or of the company’s assets distributed to the member or transferee after dissolution, whichever is less, but a person’s total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person after dissolution.