§ 4108. Other claims against dissolved limited liability company
(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.
(b) The notice shall:
(1) be published at least once in a newspaper of general circulation in the county in which the dissolved limited liability company’s principal office is located or, if it has none in this State, in the county in which its designated office is or was last located, and sent to the Office of the Attorney General;
(2) describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and
(3) state that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.
(c)(1) If the dissolved limited liability company sends notice to the Attorney General and publishes a newspaper notice in accordance with subsection (b) of this section, a cause of action against a dissolved limited liability company, whether arising before or after the dissolution of the limited liability company, may be enforced only as follows:
(A) against the dissolved limited liability company; and
(B) if any of the assets of the dissolved limited liability company have been distributed to its members, against members of the dissolved limited liability company.
(2) A cause of action against a dissolved limited liability company arising under subdivision (1)(A) of this subsection is extinguished unless the claimant commences a proceeding to enforce the cause of action against the dissolved limited liability company prior to the expiration of the statute of limitations applicable to the cause of action.
(3) A cause of action against a dissolved limited liability company arising under subdivision (1)(B) of this subsection is extinguished unless the claimant commences a proceeding to enforce the cause of action against a member of a dissolved limited liability company prior to the earlier of the following:
(A) the expiration of the statute of limitations applicable to the cause of action; or
(B) five years after the effective date of the dissolution of the limited liability company. (Added 2015, No. 17, § 2.)
Structure Vermont Statutes
Title 11 - Corporations, Partnerships and Associations
Chapter 25 - Limited Liability Companies
§ 4003. Effect of operating agreement; nonwaivable provisions
§ 4004. Supplemental principles of law
§ 4007. Designated office and agent
§ 4008. Change of designated office or agent for service of process
§ 4009. Resignation of agent for service of process
§ 4011. Nature of business and powers; governing law
§ 4021. Limited liability company as legal entity
§ 4023. Articles of organization
§ 4024. Amendment or restatement of articles of organization
§ 4026. Filing in Office of Secretary of State
§ 4027. Correcting filed document
§ 4028. Certificate of existence or authorization
§ 4029. Liability for false statement in filed document
§ 4030. Filing by judicial act
§ 4031. Limited liability company property
§ 4032. When property is limited liability company property
§ 4033. Annual report for Secretary of State
§ 4034. Involuntary termination
§ 4041. No agency power of member as member
§ 4042. Liability of members and managers
§ 4053. Member’s liability for contributions
§ 4054. Management of limited liability company
§ 4055. Sharing of profits and losses and right to distributions
§ 4056. Limitations on distributions
§ 4057. Liability for unlawful distributions
§ 4059. General standards of member’s and manager’s conduct
§ 4060. Reimbursement, indemnification, and insurance
§ 4071. Member’s distributional interest
§ 4072. Transfer of distributional interest
§ 4075. Power of estate of deceased member
§ 4081. Events causing member’s dissociation
§ 4082. Member’s power to dissociate; wrongful dissociation
§ 4083. Effect of member’s dissociation
§ 4101. Events causing dissolution and winding up of company business
§ 4102. Limited liability company continues after dissolution
§ 4103. Right to wind up limited liability company’s business
§ 4104. Member’s or manager’s power and liability as agent after dissolution
§ 4105. Articles of termination
§ 4106. Distribution of assets in winding up limited liability company’s business
§ 4107. Known claims against dissolved limited liability company
§ 4108. Other claims against dissolved limited liability company
§ 4109. Enforcement of claims against dissolved limited liability company
§ 4111. Law governing foreign limited liability companies
§ 4112. Application for certificate of authority
§ 4113. Activities not constituting transacting business
§ 4114. Issuance of certificate of authority
§ 4115. Amended certificate of authority
§ 4116. Name of foreign limited liability company
§ 4117. Revocation of certificate of authority
§ 4118. Cancellation of authority
§ 4119. Effect of failure to obtain certificate of authority
§ 4120. Action by Attorney General
§ 4122. Designation of controlling foreign law
§ 4123. Scope of designated foreign law
§ 4131. Direct action by member
§ 4135. Special litigation committee
§ 4144. Approval of conversion
§ 4145. Amendment or abandonment of plan of conversion
§ 4146. Statement of conversion; effective date of conversion
§ 4149. Action on plan of merger by constituent limited liability company
§ 4150. Filings required for merger; effective date
§ 4153. Action on plan of domestication by domesticating limited liability company
§ 4154. Filings required for domestication; effective date
§ 4155. Effect of domestication
§ 4156. Restrictions on approval of mergers, conversions, and domestications
§ 4157. Subchapter not exclusive
§ 4163. Failure to meet requirements
§ 4173. Authority; requirements
§ 4174. Multiple roles of members and managers
§ 4175. Consensus formation algorithms and governance processes