10A-2A-14.07
Section 10A-2A-14.07 Other claims against dissolved corporation. (a) A dissolved corporation
may publish notice of its dissolution and request that persons with claims against the dissolved
corporation present them in accordance with the notice. (b) The notice authorized by subsection
(a) must: (1) be published at least one time in a newspaper of general circulation in the
county in which the dissolved corporation's principal office is located or, if it has none
in this state, in the county in which the corporation's most recent registered office is located;
(2) describe the information that must be included in a claim and provide a mailing address
to which the claim is to be sent; and (3) state that if not sooner barred, a claim against
the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced
within two years after the publication of the notice. (c) If a dissolved corporation publishes
a newspaper notice in accordance with subsection (b), unless...
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10A-9A-6.06
Section 10A-9A-6.06 Power to bind and liability to limited partnership before dissolution of
partnership of person dissociated as general partner. (a) After a person is dissociated as
a general partner and before the limited partnership is dissolved, converted under Article
10 of this chapter or under Article 8 of Chapter 1, or merged out of existence under Article
10 of this chapter or Article 8 of Chapter 1, the limited partnership is bound by an act of
the person only if: (1) the act would have bound the limited partnership under Section 10A-9A-4.02
before the dissociation; and (2) at the time the other party enters into the transaction the
other party does not have notice of the dissociation and reasonably believes that the person
is a general partner. (b) If a limited partnership is bound under subsection (a), the person
dissociated as a general partner which caused the limited partnership to be bound is liable:
(1) to the limited partnership for any damage caused to the limited...
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10A-5A-7.04
Section 10A-5A-7.04 Known claims against dissolved limited liability company. Notwithstanding
Sections 10A-1-9.01 and 10A-1-9.21: (a) A dissolved limited liability company may dispose
of any known claims against it by following the procedures described in subsection (b) at
any time after the effective date of the dissolution of the limited liability company. (b)
A dissolved limited liability company may give notice of the dissolution in a record to the
holder of any known claim. The notice must: (1) identify the dissolved limited liability company;
(2) describe the information required to be included in a claim; (3) provide a mailing address
to which the claim is to be sent; (4) state the deadline, which may not be fewer than 120
days from the effective date of the notice, by which the dissolved limited liability company
must receive the claim; and (5) state that if not sooner barred, the claim will be barred
if not received by the deadline. (c) Unless sooner barred by any other...
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10A-9A-6.03
Section 10A-9A-6.03 Dissociation as a general partner. A person is dissociated from a limited
partnership as a general partner when any of the following occurs: (1) the limited partnership
has notice of the person's express will to dissociate as a general partner, except that if
the person specifies a dissociation date later than the date the limited partnership had notice,
then the person is dissociated as a general partner on that later date; (2) an event stated
in the partnership agreement as causing the person's dissociation as a general partner occurs;
(3) the person is expelled as a general partner pursuant to the partnership agreement; (4)
the person is expelled as a general partner by the unanimous consent of the other partners
if: (A) it is unlawful to carry on the limited partnership's activities and affairs with the
person as a general partner; (B) there has been a transfer of all of the person's transferable
interest in the limited partnership, other than a transfer for...
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10A-5A-11.12
Section 10A-5A-11.12 Known claims against dissolved series. Notwithstanding Sections 10A-1-9.01
and 10A-1-9.21: (a) A dissolved series may dispose of any known claims against it by following
the procedures described in subsection (b), at any time after the effective date of the dissolution
of the series. (b) A dissolved series may give notice of the dissolution in a writing to the
holder of any known claim. The notice must: (1) identify the limited liability company and
the dissolved series; (2) describe the information required to be included in a claim; (3)
provide a mailing address to which the claim is to be sent; (4) state the deadline, which
may not be fewer than 120 days from the effective date of the notice, by which the dissolved
series must receive the claim; and (5) state that if not sooner barred, the claim will be
barred if not received by the deadline. (c) Unless sooner barred by any other statute limiting
actions, a claim against a dissolved series is barred: (1) If a...
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10A-8A-10.03
Section 10A-8A-10.03 Death or disqualification of partner. (a) In the case of a limited liability
partnership performing professional services, upon the death of a partner, upon a partner
becoming a disqualified person, or upon a transferable interest being transferred by operation
of law or court decree to a disqualified person, the transferable interest of the deceased
partner or of the disqualified person may be transferred to a qualified person and, if not
so transferred, subject to Section 10A-8A-4.09, shall be purchased by the limited liability
partnership as provided in this section. (b) If the price of the transferable interest is
not fixed by the partnership agreement, the limited liability partnership, within six months
after the death or 30 days after the disqualification or transfer, as the case may be, shall
make a written offer to pay to the holder of the transferable interest a specified price deemed
by the limited liability partnership to be the fair value of the...
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10A-8A-6.02
Section 10A-8A-6.02 Partner's power to dissociate; wrongful dissociation. (a) A person has
the power to dissociate as a partner at any time, rightfully or wrongfully, by express will
pursuant to Section 10A-8A-6.01(1). (b) A person's dissociation is wrongful only if: (1) it
is in breach of an express provision of the partnership agreement; or (2) in the case of a
partnership for a definite term or particular undertaking, before the expiration of the term
or the completion of the undertaking if any of the following apply: (A) the person dissociates
as a partner by express will, unless the dissociation follows not later than 90 days after
another person's dissociation by death or otherwise under Section 10A-8A-6.01(6) through (10)
or wrongful dissociation under this subsection; (B) the person is expelled as a partner by
judicial order under Section 10A-8A-6.01(5); (C) the person is dissociated under Section 10A-8A-6.01(7);
or (D) in the case of a person that is not a trust other than a...
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10A-9A-6.04
Section 10A-9A-6.04 Person's power to dissociate as general partner; wrongful dissociation.
(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully,
by express will pursuant to Section 10A-9A-6.03(1). (b) A person's dissociation as a general
partner is wrongful only if: (1) it is in breach of an express provision of the limited partnership;
or (2) it occurs before the completion of the winding up of the limited partnership, and:
(A) the person dissociates as a general partner by express will; (B) the person is expelled
as a general partner by judicial order under Section 10A-9A-6.03(5); (C) the person is dissociated
as a general partner by becoming a debtor in bankruptcy; or (D) in the case of a person that
is not an individual, trust other than a business trust, or estate, the person is expelled
or otherwise dissociated as a general partner because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a general...
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10A-2A-14.06
Section 10A-2A-14.06 Known claims against dissolved corporation. (a) A dissolved corporation
may dispose of any known claims against it by following the procedures described in subsection
(b) at any time after the effective date of the dissolution of the corporation. (b) A dissolved
corporation may give written notice of the dissolution to the holder of any known claim. The
notice must: (1) identify the dissolved corporation; (2) describe the information required
to be included in a claim; (3) provide a mailing address to which the claim is to be sent;
(4) state the deadline, which may not be fewer than 120 days from the effective date of the
notice, by which the dissolved corporation must receive the claim; and (5) state that if not
sooner barred, the claim will be barred if not received by the deadline. (c) Unless sooner
barred by any other statute limiting actions, a claim against a dissolved corporation is barred:
(1) if a claimant who was given notice under subsection (b) does not...
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10A-1-9.21
Section 10A-1-9.21 Known claims against dissolved domestic entity. (a) A dissolved domestic
entity may dispose of the known claims against it by following the procedure described in
subsection (b) at any time after the effective date of the dissolution of that dissolved domestic
entity. (b) A dissolved domestic entity shall give notice of the dissolution in writing to
the holder of any known claim. The notice must: (1) Identify the dissolved domestic entity;
(2) Describe the information required to be included in a claim; (3) Provide a mailing address
to which the claim is to be sent; (4) State the deadline, which may not be fewer than 120
days from the effective date of the notice, by which the dissolved domestic entity must receive
the claim; and (5) State that if not sooner barred, the claim will be barred if not received
by the deadline. (c) Unless sooner barred by any other statute limiting actions, a claim against
a dissolved domestic entity is barred: (1) If a claimant who was...
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