                                 CODE OF VIRGINIA

OTHER CLAIMS AGAINST DISSOLVED REGISTERED LIMITED LIABILITY PARTNERSHIP (§
50-73.137:3)

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.

B. The notice shall:

   1. Be published one time in a newspaper of general circulation in the city or
   county where the dissolved partnership&#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 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 &#xA7; 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 &#xA7; 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 &#xA7; 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&#8217;s pro rata share of the claim
   or the partnership assets distributed to the partner in liquidation, whichever
   is less, but a partner&#8217;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.