(1) In addition to filing the certificate of dissolution under s. 620.1801(2), a dissolved limited partnership or successor entity, as defined in s. 620.1806(14), may also file with the Department of State on the form prescribed by the department a request that persons with claims against the limited partnership which are not known to the limited partnership or successor entity present them in accordance with the notice.
(2) The notice must:
(a) Describe the information that must be included in a claim and provide a mailing address to which the claim may be sent.
(b) State that a claim against the limited partnership will be barred unless a proceeding to enforce the claim is commenced within 4 years after the filing of the notice.
(3) If the dissolved limited partnership or successor entity files the notice in accordance with subsections (1) and (2), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited partnership within 4 years after the filing date:
(a) A claimant who did not receive written notice under s. 620.1806(9) or whose claim was not provided for under s. 620.1806(10), whether such claim is based on an event occurring before or after the effective date of dissolution.
(b) A claimant whose claim was timely sent to the dissolved limited partnership but not acted on.
(4) A claim may be enforced under this section:
(a) Against the dissolved limited partnership, to the extent of its undistributed assets; or
(b) If the assets have been distributed in liquidation, against a partner or transferee of the dissolved limited partnership to the extent of such partner’s or transferee’s pro rata share of the claim or the limited partnership assets distributed to such partner or transferee in liquidation, whichever is less, provided the aggregate liability of any person for all claims against the dissolved limited partnership arising under this section or s. 620.1806, or, with respect to a limited partner, otherwise, may not exceed the amount distributed to the person in liquidation; or
(c) Against any person liable on the claim under s. 620.1404.
History.—s. 17, ch. 2005-267.
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