New Hampshire Revised Statutes 304-C:144 – Disposition of Unknown Claims Against Dissolved Limited Liability Company
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I. After a limited liability company has been dissolved, it may dispose of unknown claims against it by following the procedures described in paragraph II.
II. A limited liability company shall publish a notice stating that it has been dissolved and that it is winding up its business and internal affairs. In this notice, it shall request that persons with claims against it present them to it in accordance with the notice.
(a) The notice must be published once in a newspaper of general circulation in the county where the limited liability company’s principal office, or, if none in this state, its registered office, is located.
(b) The notice must state the effective date of the limited liability company’s dissolution.
(c) The notice must contain the information that must be included in a claim, which information shall include only information that is reasonable for the limited liability company to require of the claimant.
(d) The notice must provide a mailing address where the claim shall be sent.
(e) The notice must state that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced by the third anniversary of the effective of the limited liability company’s dissolution.
III. If the limited liability company publishes a newspaper notice in accordance with paragraph II, the claim of each of the following claimants shall be barred unless the claimant commences a proceeding to enforce the claim against the limited liability company within 3 years after the publication date of the notice:
(a) A claimant with an unknown claim against the limited liability company.
(b) A claimant with a known claim against the limited liability company who did not receive written notice from the limited liability company under N.H. Rev. Stat. § 304-C:143, II.
(c) A claimant with a known claim against the limited liability company who sent a timely written claim to the limited liability company under N.H. Rev. Stat. § 304-C:143, II but whose written claim was not acted on by the limited liability company.
(d) A claimant with a claim against the limited liability company whose claim is contingent or based on an event occurring after the effective date of the limited liability company’s dissolution.
IV. A claim may be enforced under this section:
(a) Against the limited liability company to the extent of its undistributed assets; or
(b) If the limited liability company has distributed its assets in liquidation, against a member of the limited liability company to the extent of the member’s pro rata share of the claim or the assets of the limited liability company distributed to the member in liquidation, whichever is less. However, a member’s total liability for all claims under this section shall not exceed the total amount of assets distributed to the member.
II. A limited liability company shall publish a notice stating that it has been dissolved and that it is winding up its business and internal affairs. In this notice, it shall request that persons with claims against it present them to it in accordance with the notice.
Terms Used In New Hampshire Revised Statutes 304-C:144
- 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 any section of these laws, shall mean the section next preceding or following that in which such reference is made, unless some other is expressly designated. See New Hampshire Revised Statutes 21:13
- state: when applied to different parts of the United States, may extend to and include the District of Columbia and the several territories, so called; and the words "United States" shall include said district and territories. See New Hampshire Revised Statutes 21:4
(a) The notice must be published once in a newspaper of general circulation in the county where the limited liability company’s principal office, or, if none in this state, its registered office, is located.
(b) The notice must state the effective date of the limited liability company’s dissolution.
(c) The notice must contain the information that must be included in a claim, which information shall include only information that is reasonable for the limited liability company to require of the claimant.
(d) The notice must provide a mailing address where the claim shall be sent.
(e) The notice must state that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced by the third anniversary of the effective of the limited liability company’s dissolution.
III. If the limited liability company publishes a newspaper notice in accordance with paragraph II, the claim of each of the following claimants shall be barred unless the claimant commences a proceeding to enforce the claim against the limited liability company within 3 years after the publication date of the notice:
(a) A claimant with an unknown claim against the limited liability company.
(b) A claimant with a known claim against the limited liability company who did not receive written notice from the limited liability company under N.H. Rev. Stat. § 304-C:143, II.
(c) A claimant with a known claim against the limited liability company who sent a timely written claim to the limited liability company under N.H. Rev. Stat. § 304-C:143, II but whose written claim was not acted on by the limited liability company.
(d) A claimant with a claim against the limited liability company whose claim is contingent or based on an event occurring after the effective date of the limited liability company’s dissolution.
IV. A claim may be enforced under this section:
(a) Against the limited liability company to the extent of its undistributed assets; or
(b) If the limited liability company has distributed its assets in liquidation, against a member of the limited liability company to the extent of the member’s pro rata share of the claim or the assets of the limited liability company distributed to the member in liquidation, whichever is less. However, a member’s total liability for all claims under this section shall not exceed the total amount of assets distributed to the member.