                                 CODE OF VIRGINIA

OTHER CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY (§ 13.1-1049.2)

A. A dissolved limited liability company may also publish notice of its
dissolution and request that persons with claims against the dissolved limited
liability company present them in accordance with the notice.

B. The notice shall:

   1. Be published one time in a newspaper of general circulation in the city or
   county where the dissolved limited liability company&#8217;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 limited liability company 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 limited liability company 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 limited liability company 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 &#xA7; 13.1-1049.1;

   2. A claimant whose claim was timely sent to the dissolved limited liability
   company but not acted on; and

   3. A claimant whose claim does not meet the definition of a claim in
   subsection D of &#xA7; 13.1-1049.1.

D. A claim that is not barred by subsection C of § 13.1-1049.1 or subsection C
of § 13.1-1049.2 may be enforced:

   1. Against the dissolved limited liability company, to the extent of its
   undistributed assets; or

   2. Except as provided in subsection D of &#xA7; 13.1-1049.3, if the assets
   have been distributed in liquidation, against a member of the dissolved
   limited liability company to the extent of the member&#8217;s pro rata share
   of the claim or the limited liability company assets distributed to the member
   in liquidation, whichever is less, but a member&#8217;s total liability for
   all claims under this section may not exceed the total amount of assets
   distributed to the member.

HISTORY: 2006, c. 912.