Known Claims Against the Corporation
You must notify all the corporation’s creditors by mail of its dissolution. The
notice must give the following information to the creditor:
- The corporation has been dissolved (Revised Model Act states) or has filed statement of intent to dissolve (Model Act States).
- The mailing address to which creditors must send their claim.
- What information must be included in claims.
- The deadline for submitting claims---usually 120 days from the date of the notice
- Statement that claims will be barred if not received by deadline.
Unknown Claims Against the Corporation
The Revised Model Act contains a notice provision for claims from creditors who are not
known to the corporation at the time of dissolution - for example, a personal injury
claim that arises after the date of dissolution.
Generally, this notice must be published in the local newspaper where your corporation's principal office is located. If the corporation's principal office is out of state, the notice must be published in the local newspaper where the corporation's registered agent is located.
The notice must contain the following information:
- The effective date of the corporation's dissolution.
- The mailing address to which creditors must send their claims and the essential information to be submitted with the claims.
- Advise creditors that a claim against the corporation and its shareholders will be barred unless an action to enforce claim is filed within statutory time after the publication of the notice. Statutory time is usually five years.
The Model Act does not contain a provision for notice to unknown creditors. Again, consult your attorney to determine if notice to unknown creditors is available in your state.
Dissolving a Corporation:
Corporate Action
Filing With the State
Notification to Creditors
Handling Creditors' Claims
Distribution of Remaining Assets
