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The Florida Statutes

The 2018 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS
Chapter 605
FLORIDA REVISED LIMITED LIABILITY COMPANY ACT
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F.S. 605.0712
605.0712 Other claims against a dissolved limited liability company.
(1) A dissolved limited liability company or successor entity, as defined in s. 605.0711(14), may choose to execute one of the following procedures to resolve payment of unknown claims:
(a) The company or successor entity may file notice of its dissolution with the department on the form prescribed by the department and request that persons who have claims against the company which are not known to the company or successor entity present them in accordance with the notice. The notice must:
1. State the name of the company and the date of dissolution;
2. Describe the information that must be included in a claim, state that the claim must be in writing, and provide a mailing address to which the claim may be sent; and
3. State that a claim against the company is barred unless an action to enforce the claim is commenced within 4 years after the filing of the notice.
(b) The company or successor entity may publish notice of its dissolution and request persons who have claims against the company to present them in accordance with the notice. The notice must:
1. Be published in a newspaper of general circulation in the county in which the dissolved limited liability company’s principal office is located or, if the principal office is not located in this state, in the county in which the office of the company’s registered agent is or was last located;
2. Describe the information that must be included in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent; and
3. State that a claim against the company is barred unless an action to enforce the claim is commenced within 4 years after publication of the notice.
(2) If a dissolved limited liability company complies with paragraph (1)(a) or paragraph (1)(b), unless sooner barred by another statute limiting actions, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited liability company within 4 years after the publication date of the notice:
(a) A claimant that did not receive notice in a record under s. 605.0711;
(b) A claimant whose claim was timely sent to the dissolved limited liability company but not acted on; and
(c) A claimant whose claim is contingent at or based on an event occurring after the effective date of dissolution.
(3) A claim that is not barred by this section or another statute limiting actions may be enforced:
(a) Against a dissolved limited liability company, to the extent of its undistributed assets; and
(b) Except as otherwise provided in s. 605.0713, if assets of the limited liability company have been distributed after dissolution, against a member or transferee to the extent of that person’s proportionate share of the claim or of the company’s assets distributed to the member or transferee after dissolution, whichever is less, but a person’s total liability for all claims under this subsection may not exceed the total amount of assets distributed to the person after dissolution.
(4) This section does not extend an otherwise applicable statute of limitations.
History.s. 2, ch. 2013-180; s. 73, ch. 2015-2; s. 25, ch. 2015-148.