351.478. Known claims against dissolved corporation.
Known claims against dissolved corporation.
351.478. 1. After dissolution is authorized pursuant to section351.462, 351.464 or 351.466, or it has been dissolved pursuant to section351.486, a corporation shall dispose of the known claims against it byfollowing the procedure described in this section.
2. The corporation shall notify its known claimants in writing byUnited States Postal Service of the dissolution at any time afterdissolution is authorized. The written notice must:
(1) Describe information that must be included in a claim;
(2) Provide a mailing address where a claim may be sent;
(3) State the deadline, which may not be fewer than one hundredeighty days from the effective date of the written notice, by which thedissolved corporation must receive the claim; and
(4) State that the claim will be barred if not received by thedeadline.
3. Other rules of law, including rules on the permissibility ofthird-party claims, to the contrary notwithstanding, a claim against acorporation dissolved without fraudulent intent is barred:
(1) If a claimant who was given written notice pursuant to subsection2 of this section does not deliver the claim to the corporation by thedeadline;
(2) If a claimant whose claim was rejected by the dissolvedcorporation does not commence proceedings to enforce the claim withinninety days from the effective date of the rejection notice.
4. For purposes of this section, "claim" does not include acontingent liability or a claim based on an event occurring after theeffective date of dissolution.
5. For purposes of this section, "fraudulent intent" shall beestablished if it is shown that the sole or primary purpose of theauthorization for dissolution was to defraud shareholders, creditors orothers.
(L. 1990 H.B. 1432, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 2001 S.B. 288)Effective 7-01-01