2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 14 - Dissolution. › Division A - Voluntary Dissolution. › Section 10A-2A-14.07 - Other Claims Against Dissolved Corporation.

Section 10A-2A-14.07
Other claims against dissolved corporation.
(a) A dissolved corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.
(b) The notice authorized by subsection (a) must:
(1) be published at least one time in a newspaper of general circulation in the county in which the dissolved corporation's principal office is located or, if it has none in this state, in the county in which the corporation's most recent registered office is located;
(2) describe the information that must be included in a claim and provide a mailing address to which the claim is to be sent; and
(3) state that if not sooner barred, a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice.
(c) If a dissolved corporation publishes a newspaper notice in accordance with subsection (b), unless sooner barred by any other statute limiting actions, 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 two years after the publication date of the newspaper notice:
(1) a claimant who was not given notice under Section 10A-2A-14.06;
(2) a claimant whose claim was timely sent to the dissolved corporation but not acted on by the dissolved corporation; and
(3) a claimant whose claim is contingent at the effective date of the dissolution of the corporation, or is based on an event occurring after the effective date of the dissolution of the corporation.
(d) A claim that is not barred under this section, any other statute limiting actions, or Section 10A-2A-14.06 may be enforced:
(1) against a dissolved corporation, to the extent of its undistributed assets; and
(2) except as provided in subsection (h), if the assets of a dissolved corporation have been distributed after dissolution, against each stockholder to the extent of the stockholder's proportionate share of the claim or of the assets distributed to that stockholder after dissolution, whichever is less, but a stockholder's total liability for all claims under subsection (d) may not exceed the total amount of assets distributed to that stockholder after dissolution of the corporation.
(e) A dissolved corporation that published a notice under this section may file an application with the circuit court for the county in which the dissolved corporation's principal office is located in this state and if the corporation does not have a principal office within this state, with the circuit court for the county in which the dissolved corporation's most recent registered office is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of the dissolution of the corporation but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of the dissolution of the corporation. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection (c).
(f) Within 10 days after the filing of the application provided for in subsection (e), notice of the proceeding shall be given by the dissolved corporation to each potential claimant as described in subsection (e).
(g) The circuit court under subsection (e) may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.
(h) Provision by the dissolved corporation for security in the amount and the form ordered by the circuit court under subsection (e) shall satisfy the dissolved corporation's obligation with respect to claims that are contingent, have not been made known to the dissolved corporation, or are based on an event occurring after the effective date of the dissolution of the corporation, and those claims may not be enforced against a stockholder to whom assets have been distributed by the dissolved corporation after the effective date of the dissolution of the corporation.
(i) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
(j) If a claim has been satisfied, disposed of, or barred under Section 10A-2A-14.06, this section, or other law, the person or persons designated to wind up the affairs of a corporation, and the stockholders receiving assets from the dissolved corporation, shall not be liable for that claim.
(Act 2019-94, §1; Act 2020-73, §7.)