A. A dissolved limited liability company may publish notice of its dissolution pursuant to this section and request that persons with claims against the limited liability company present them in accordance with the notice.
B. The notice shall:
(1) be published one time in a newspaper of general circulation in the county where the dissolved limited liability company's principal office or registered office is or was located;
(2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(3) state that a claim against the limited liability company shall be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.
C. If the dissolved limited liability company publishes a newspaper notice in accordance with Paragraph (1) of Subsection B of this section and files articles of dissolution pursuant to Section 53-19-41 NMSA 1978, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within three years after the publication date of the newspaper notice:
(1) a claimant who did not receive written notice pursuant to provisions of Section 53-19-45 NMSA 1978;
(2) a claimant whose claim was timely delivered to the dissolved limited liability company but neither accepted nor rejected; and
(3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
D. A claim may be enforced under this section:
(1) against the dissolved limited liability company, to the extent of its undistributed assets; or
(2) if the assets have been distributed in winding up, against a member of the dissolved limited liability company to the extent of the lesser of his pro rata share of the claim and the fair market value of the assets of the limited liability company distributed to him in winding up, determined as of the times of such distributions; but a member's total liability for all claims pursuant to the provisions of this section shall not exceed the total fair market value of the assets distributed to him determined as of the date of distribution.
History: Laws 1993, ch. 280, § 46; 1995, ch. 213, § 6.
ANNOTATIONSThe 1995 amendment, effective June 16, 1995, in Subsection C, substituted "Section 53-19-41 NMSA 1978" for "Section 41 of the Limited Liability Company Act" and "the publication date of the newspaper notice" for "the later of the publication date of the newspaper notice and the date on which the articles of dissolution were filed" in the introductory paragraph, and substituted "pursuant to provisions of Section 53-19-45 NMSA 1978" for "under Section 45 of the Limited Liability Company Act" in Paragraph (1); and made a minor stylistic change in Subsection D.