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Iowa Code § 489.704

Known claims against dissolved limited liability company

Redline — January 1, 2012 → current.View current text →
Current — January 1, 2025
As of January 1, 2012
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.
1. Except as otherwise provided in subsection 4, a dissolved limited liability company may give notice of a known claim under subsection 2, which has the effect provided in subsection 3.
2. The notice authorized by subsection 1 must do all of the following:
2. A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must do all of the following:
a. Be published at least once 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 it has none in this state, in the county in which the company’s registered office is or was last located.
b. Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent.
a. Specify the information required to be included in a claim.
c. State that a claim against the company is barred unless an action to enforce the claim is commenced within five years after publication of the notice.
b. State that a claim must be in writing and provide a mailing address to which the claim is to be sent.
c. State the deadline for receipt of a claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant.
d. State that the claim will be barred if not received by the deadline.
3. A claim against a dissolved limited liability company is barred if the requirements of subsection 2 are met and any of the following applies:
a. The claim is not received by the specified deadline.
b. If the claim is timely received but rejected by the limited liability company, all of the following must apply:
3. If a dissolved limited liability company publishes a notice in accordance with subsection 2, unless the claimant commences an action to enforce the claim against the company within five years after the publication date of the notice, the claim of each of the following claimants is barred:
(1) The limited liability company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim not later than ninety days after the claimant receives the notice.
a. A claimant that did not receive notice in a record under section 489.703.
b. A claimant whose claim was timely sent to the company but not acted on.
(2) The claimant does not commence the required action not later than the ninety days after the claimant receives the notice.
c. A claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.
4. This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent.
4. A claim not barred under this section may be enforced as follows:
a. Against a dissolved limited liability company, to the extent of its undistributed assets.
b. If assets of the 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 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.
Referred to in
C2009, §489.703
C2024, §489.704
Former §489.704 transferred to §489.705;

Official source: Iowa Legislature. Reproduced from public-domain Iowa statutes; confirm against the official source for the current text. Not legal advice.