KRS 275.325: Publication of notice of dissolution -- Barred claims -- Enforceable claims.

(1) A dissolved limited liability company may publish notice of its dissolution pursuant

to this section.

(2) The notice shall:

(a) Be published once in a newspaper of gene ral circulation in the county where

the limited liability company's principal office, or, if none in this state, its

registered office, is or was last located;

(b) Describe the information that must be included in a claim and provide a

mailing address where the claim may be sent; and

(c) State that a claim against the limited liability company will be barred unless a

proceeding to enforce the claim is commenced within two (2) years, or five (5)

years for a professional limited liability company, after the p ublication of the

notice.

(3) If the dissolved limited liability company publishes a newspaper notice in

accordance with subsection (2) of this section and, if required, files articles of

dissolution pursuant to KRS 275.315, the claim of each of the follow ing claimants

shall be barred unless the claimant commences a proceeding to enforce the claim

against the limited liability company within two (2) years, or five (5) years for a

professional limited liability company, after the later of publication date of the

newspaper notice or the filing of the articles of dissolution pursuant to KRS

275.315, the filing of a certificate of dissolution by the Secretary of State pursuant

to KRS 14A.7 -020, or the filing of a decree of judicial dissolution by the Secretary

of State pursuant to KRS 275.290(2):

(a) A claimant who did not receive written notice under KRS 275.320;

(b) A claimant whose claim was timely sent to the limited liability company but

not acted on;

(c) A claimant whose claim is contingent or based on an e vent occurring after the

effective date of dissolution.

(4) A claim may be enforced under this section:

(a) Against the limited liability company, to the extent of its undistributed assets;

or

(b) If the assets have been distributed in liquidation, against a member of the

limited liability company to the extent of his pro rata share of the claim or the

assets of the limited liability company distributed to him in liquidation,

whichever is less, but a member's total liability for all claims under this

section shall not exceed the total amount of assets, less liabilities assumed or

taken subject to, distributed to him.