                                 CODE OF VIRGINIA

OTHER CLAIMS AGAINST DISSOLVED CORPORATION (§ 13.1-908.1)

A. A dissolved corporation may also (i) deliver notice of its dissolution to any
known claimant with a liability or claim that pursuant to subsection D of &#xA7;
13.1-908 is not treated as a claim for purposes of &#xA7; 13.1-908 and (ii)
publish notice of its dissolution one time in a newspaper of general circulation
in the city or county where the dissolved corporation&#8217;s principal office,
or, if none in the Commonwealth, its registered office, is or was last located.
The notice of dissolution shall request that persons with claims against the
dissolved corporation present them in accordance with the notice.

B. The notice shall:

   1. Describe the information that is required to be included in a claim and
   provide a mailing address to which the claim may be sent; and

   2. State that a claim against the dissolved corporation 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 delivery of notice to the claimant, or the date of publication of the
   notice, as appropriate.

C. If the dissolved corporation provides notice of its dissolution in accordance
with this section, the claim of each of the following claimants is barred unless
the claimant commences a proceeding to enforce the claim against the dissolved
corporation prior to the earlier of the expiration of any applicable statute of
limitations or three years after the date on which notice was delivered to the
claimant or published, as appropriate:

   1. A claimant who was not given written notice under &#xA7; 13.1-908;

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

   3. A claimant whose claim pursuant to subsection D of &#xA7; 13.1-908 is not
   treated as a claim for purposes of &#xA7; 13.1-908.

D. A claim that is not barred by subsection C of § 13.1-908 or subsection C of
this section may be enforced:

   1. Against the dissolved corporation, to the extent of its undistributed
   assets; or

   2. Except as provided in subsection D of &#xA7; 13.1-908.2, if the assets have
   been distributed in liquidation, against a member of the dissolved corporation
   to the extent of the member&#8217;s pro rata share of the claim or the
   corporate 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: 2007, c. 925; 2015, c. 611.