A. A dissolved limited liability company may dispose of the known claims against it by filing articles of dissolution pursuant to Section 53-19-41 NMSA 1978 and following the procedure described in this section.

B. The dissolved limited liability company shall notify its known claimants in writing of the dissolution at any time after the effective date of dissolution. The written notice shall:

(1) describe information that must be included in a claim;

(2) provide a mailing address where a claim may be sent;

(3) state the deadline by which claims must be received by the limited liability company, which may not be earlier than the later of one hundred twenty days after the date on which the articles of dissolution were filed pursuant to Section 53-19-41 NMSA 1978 or, if the dissolution was not effective on such filing date, one hundred twenty days after the effective date of dissolution stated in the articles of dissolution;

(4) state that the claim shall be barred if not received by the deadline; and

(5) state the effective date that will apply to any rejection notice that the limited liability company may give upon receipt of any claim.

C. A claim against the dissolved limited liability company is barred:

(1) if a claimant who was given written notice pursuant to Subsection B of this section does not deliver the claim to the dissolved limited liability company by the deadline; or

(2) if a claimant whose claim was rejected in writing by the dissolved limited liability company does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.

D. For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

History: Laws 1993, ch. 280, § 45; 1995, ch. 213, § 5.

The 1995 amendment, effective June 16, 1995, substituted "Section 53-19-41 NMSA 1978" for "Section 41 of the Limited Liability Company Act" in Subsection A; and, in Subsection B, rewrote Paragraph (3), added Paragraph (5), and made minor stylistic changes.