50-73.52:2 - Other claims against dissolved limited partnership.
§ 50-73.52:2. Other claims against dissolved limited partnership.
A. A dissolved limited partnership may also publish notice of its dissolutionand request that persons with claims against the dissolved limitedpartnership 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 orcounty where the dissolved limited partnership's principal office, or, ifnone in the Commonwealth, its registered office, is or was last located;
2. Describe the information that must be included in a claim and provide amailing address where the claim may be sent; and
3. State that a claim against the dissolved limited partnership will bebarred unless a proceeding to enforce the claim is commenced prior to theearlier of the expiration of any applicable statute of limitations or threeyears after the date of publication of the notice.
C. If the dissolved limited partnership publishes a newspaper notice inaccordance with subsection B, the claim of each of the following claimants isbarred unless the claimant commences a proceeding to enforce the claimagainst the dissolved limited partnership prior to the earlier of theexpiration of any applicable statute of limitations or three years after thepublication date of the newspaper notice:
1. A claimant who was not given written notice under § 50-73.52:1;
2. A claimant whose claim was timely sent to the dissolved limitedpartnership but not acted on; and
3. A claimant whose claim does not meet the definition of a claim insubsection D of § 50-73.52:1.
D. A claim that is not barred by subsection C of § 50-73.52:1 or subsection Cof § 50-73.52:2 may be enforced:
1. Against the dissolved limited partnership, to the extent of itsundistributed assets; or
2. Except as provided in subsection D of § 50-73.52:3, if the assets havebeen distributed in liquidation, against a partner of the dissolved limitedpartnership to the extent of the partner's pro rata share of the claim or thelimited partnership assets distributed to the partner in liquidation,whichever is less, but a partner's total liability for all claims under thissection may not exceed the total amount of assets distributed to the partner.
(2006, c. 912.)