West Virginia Code § 31B-8-808

Other claims against dissolved limited liability company
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(a) A dissolved limited liability company may publish notice of its dissolution and request
persons having claims against the company to present them in accordance with the notice.
(b) The notice must:
(1) Be published at least once in a newspaper of general circulation in the county in which
the dissolved limited liability company's principal office is located or, if none in this state, in
which its designated office is or was last located;
(2) Describe the information required to be contained in a claim and provide a mailing
address where the claim is to be sent; and
(3) State that a claim against the limited liability compaany is barred unless a proceeding to
enforce the claim is commenced within five years after publication of the notice.
(c) If a dissolved limited liability company publishes a notice in accordance with subsection
(b) of this section, the claim of each of the following claimants is barred unless the claimant
commences a proceeding to enforce the claim against the dissolved company within five
years after the publication date of the notice:
(1) A claimant who did not receive written notice under section 8-807;
(2) A claimant whose claim was timely sent to the dissolved company but not acted on; and
(3) A claimant whose claim is contingent or based on an event occurring after the effective
date of dissolution.
(d) A claim not barred under this section may be enforced:
(1) WAgainst the dissolved limited liability company, to the extent of its undistributed assets;
or
(2) If the assets have been distributed in liquidation, 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, whichever is less, but a member's total
liability for all claims under this section may not exceed the total amount of assets
distributed to the member.

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