§ 14.07. Unknown claims against dissolved corporation

(a) A dissolved corporation may also 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;

(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 will be barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.

(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice:

(1) a claimant who did not receive written notice under section 14.06 of this title;

(2) a claimant whose claim was timely sent to the dissolved corporation but not acted on; and

(3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

(d) A claim may be enforced under this section:

(1) against the dissolved corporation, to the extent of its undistributed assets; or

(2) if the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee’s pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee’s total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.

(e) The provisions of this section shall not apply to claimants whose claim is commenced in a timely manner pursuant to 12 V.S.A. § 512, 518, 521, 522, 551, or 560. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

§ 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.)