A BILL TO BE ENTITLED
AN ACT to require dissolved corporations and dissolved limited liability companies seeking protection from unknown claimants to publish notices in all counties where they conducted business, rather than just in the county where the company was headquartered or registered.
The General Assembly of North Carolina enacts:
SECTION 1.  G.S. 55‑14‑07 reads as rewritten:
"§ 55‑14‑07.  Unknown and certain other claims against dissolved corporation.
(a)	A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.
(b)	The notice must:
(1)	Be published one time in a newspaper of general circulation in  any county where the dissolved corporation conducted business during the five years prior to filing articles of dissolution;
(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 corporation will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice.
(c)	If the dissolved corporation publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper  notice in the county where the corporation conducted the business that gave rise to the claim:
(1)	A claimant who did not receive written notice under G.S. 55‑14‑06;
(2)	A claimant whose claim was timely sent to the dissolved corporation but not acted on;
(3)	A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution."
SECTION 2.  G.S. 55A‑14‑08 reads as rewritten:
"§ 55A‑14‑08.  Unknown and certain other claims against dissolved corporation.
(a)	A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.
(b)	The notice shall:
(1)	Be published one time in a newspaper of general circulation in  any county where the dissolved corporation conducted business during the five years prior to filing articles of dissolution;
(2)	Describe the information that shall be included in a claim and provide a mailing address where the claim may be sent; and
(3)	State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice.
(c)	If the dissolved corporation publishes a newspaper 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 corporation within five years after the publication date of the newspaper  notice in the county where the corporation conducted the business that gave rise to the claim:
(1)	A claimant who did not receive written notice under G.S. 55A‑14‑07;
(2)	A claimant whose claim was timely sent to the dissolved corporation but not acted on;
(3)	A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d)	Nothing in this section shall bar:
(1)	Any claim alleging the liability of the corporation; or
(2)	Any proceeding or action to establish the liability of the corporation; or
(3)	The recovery on any judgment against the corporation to the extent that the corporation is protected by insurance coverage with respect to such claim, proceeding, or judgment."
SECTION 3.  G.S. 57C‑6‑08 reads as rewritten:
"§ 57C‑6‑08.  Unknown and certain other claims against dissolved limited liability company.
(a)	A dissolved limited liability company that has filed articles of dissolution may also publish notice of its dissolution and request that persons with claims against the limited liability company present them in accordance with the notice.
(b)	The notice must:
(1)	Be published one time in a newspaper of general circulation in  any county where the dissolved limited liability company conducted business during the five years prior to filing articles of dissolution;
(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 will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice.
(c)	If the dissolved limited liability company publishes a newspaper notice in accordance with subsections (a) and (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 limited liability company within five years after the publication date of the newspaper  notice in the county where the limited liability company conducted the business that gave rise to the claim:
(1)	A claimant who was known but did not receive written notice under G.S. 57C‑6‑07;
(2)	A claimant whose claim was timely sent to the dissolved limited liability company but not acted on; or
(3)	A claimant whose claim is contingent or based on an event occurring after the filing of the articles of dissolution."
SECTION 4.  This act becomes effective October 1, 2009.