Читать книгу Ultimate LLC Compliance Guide - Michael Spadaccini - Страница 33

The procedure for managing claims made against a dissolving LLC will vary widely. There are, however, a few common principles, which are expressed in the Uniform Limited Liability Company Act (ULLCA). The ULLCA divides claims made against a dissolving LLC into two kinds: those that the LLC knows about and those that it does not.

For claims that the LLC knows about (contract, government obligations, etc.), it must notify each creditor in writing of the dissolution and the need for the creditor to submit its claim. The notice should specify a deadline for submitting claims, but in no event can the deadline be sooner than 120 days following the written notice. Creditors that fail to file their claims before the deadline will find their claims are barred.

Unknown claims are commonly in areas of product liability, negligence, and environmental disputes. For example, a product that the LLC manufactures contains a defect that the managers and members do not know about. Sooner or later, the defect will be discovered, resulting in the possibility that claims will be filed against the LLC.

▼ Expert Tip

Managing the claims of a dissolving LLC can involve a significant amount of work and hassle. Avoid it by keeping your LLC alive and forgoing dissolution. If your LLC has debts, you can keep it legally alive as a liability basket. It may cost you some annual fees, but it’s safer than dissolving it and then trying to protect your personal assets from aggressive creditors. As long as your LLC is in good standing and properly maintained, creditors and other claimants will be forced to hopelessly pursue claims against the LLC, but you won’t have to manage a group of angry claimants.

For unknown claims, the dissolving LLC should publish a notice of dissolution in a newspaper that is circulated generally in the county where the LLC is located. The notice should describe the LLC and its business and provide that claims against the LLC must be filed within five years. The notice will specify when and how claims are to be filed. Claims not filed within five years of publication will be barred. If the claim is not barred, the claim can be enforced “against a member of the dissolved company to the extent of the member’s proportionate share of the claim or the company’s assets distributed to the member in liquidation.” As a member of an LLC, you would obviously endeavor to conduct your dissolution so as not to leave lingering liabilities.