A. A dissolved partnership that is a registered limited liability partnership at the time of its dissolution may also publish notice of its dissolution and request that persons with claims against the dissolved partnership present them in accordance with the notice.
1. Be published one time in a newspaper of general circulation in the city or county where the dissolved partnership’s principal office, or, if none in the Commonwealth, 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 dissolved partnership will be barred unless a proceeding to enforce the claim is commenced prior to the earlier of the expiration of any applicable statute of limitations or three years after the date of publication of the notice.
C. If the dissolved partnership publishes a newspaper notice in accordance with subsection B, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved partnership prior to the earlier of the expiration of any applicable statute of limitations or three years after the publication date of the newspaper notice:
1. A claimant who was not given written notice under § 50-73.137:2;
2. A claimant whose claim was timely sent to the dissolved partnership but not acted on; and
3. A claimant whose claim does not meet the definition of a claim in subsection D of § 50-73.137:2.
D. A claim that is not barred by subsection C of § 50-73.137:2 or subsection C of § 50-73.137:3 may be enforced:
1. Against the dissolved partnership, to the extent of its undistributed assets; or
2. Except as provided in subsection D of § 50-73.137:4, if the assets have been distributed in liquidation, against a partner of the dissolved partnership to the extent of the partner’s pro rata share of the claim or the partnership assets distributed to the partner in liquidation, whichever is less, but a partner’s total liability for all claims under this section may not exceed the total amount of assets distributed to the partner.
History
2006, c. 912.
