2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 9 - Winding Up and Termination of Domestic Entity. › Division C - Provisions for Known and Unknown Claims. › Section 10A-1-9.22 - Unknown Claims Against Dissolved Domestic Entity.

Section 10A-1-9.22
Unknown claims against dissolved domestic entity.
(a) A dissolved domestic entity may publish notice of its dissolution and request that persons with claims against the dissolved domestic entity 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 domestic entity's principal office is located, or, if it has none in this state, in the county in which the dissolved domestic entity's registered office, is or was last 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 domestic entity 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 domestic entity 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 domestic entity within two years after the publication date of the newspaper notice:
(1) A claimant who was not given notice under Section 10A-1-9.21;
(2) A claimant whose claim was timely sent to the dissolved domestic entity but not acted on by the dissolved domestic entity; and
(3) A claimant whose claim is contingent at the effective date of the dissolution of the dissolved domestic entity, or is based on an event occurring after the effective date of the dissolution of the dissolved domestic entity.
(d) A claim that is not barred under this section, any other statute limiting actions, or Section 10A-1-9.21 may be enforced:
(1) Against a dissolved domestic entity, to the extent of its undistributed assets; and
(2) If the assets of a dissolved domestic entity have been distributed after dissolution, against the person or persons owning ownership interests in the dissolved domestic entity to the extent of that person's proportionate share of the claim or of the assets of the dissolved domestic entity distributed to that person after dissolution, whichever is less, but a person's total liability for all claims under subsection (d) may not exceed the total amount of assets distributed to that person after dissolution of the dissolved domestic entity.
(e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
(f) If a claim has been satisfied, disposed of, or barred under Section 10A-1-9.21, this section, or other law, the person or persons designated to wind up the affairs of a dissolved domestic entity, and the owners of the ownership interests receiving assets from the dissolved domestic entity, shall not be liable for that claim.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.07; amended and renumbered by Act 2009-513, p. 967, §77; Act 2018-125, §6.)