1. A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them according to the notice. 2. The notice authorized by subsection 1 must: a. Be published at least once in a newspaper of general circulation in the county or counties in this state in which the principal executive office of the dissolved limited liability company is located or, if it has none in this state, then in the county or counties in which the registered office of the company is or was last located; b. Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and c. State that a claim against the company is barred unless an action to enforce the claim is commenced within five years after publication of the notice. 3. If a dissolved limited liability company publishes a notice according to subdivision b, unless the claimant commences an action to enforce the claim against the company within five years after the publication date of the notice, then the claim of each of the following claimants is barred: a. A claimant that did not receive notice in a record under section 10-32.1-52; b. A claimant whose claim was timely sent to the company but not acted on; and c. A claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution. 4. A claim not barred under this section may be enforced: a. Against a dissolved limited liability company, to the extent of its undistributed assets; and b. If assets of the company have been distributed after dissolution, then against a member or transferee to the extent of the proportionate share of the claim of that person or of the assets distributed to the member or transferee after dissolution, whichever is less, but the total liability of a person for all claims under this subdivision does not exceed the total amount of assets distributed to the person after dissolution.
10-32.1-54. Distribution of assets in winding up limited liability activities of the company. 1. Except as provided in subsection 5, in winding up its activities, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors. 2. After a limited liability company complies with subsection 1, any surplus must be distributed in the following order, subject to any charging order in effect under section 10-32.1-45: a. To each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and b. In equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 10-32.1-44. 3. If a limited liability company does not have sufficient surplus to comply with subdivision a of subsection 2, then any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions. 4. All distributions made under subsections 2 and 3 must be paid in money. 5. a. Notwithstanding subsections 1 through 4, in winding up its activities a limited liability company created after July 31, 2017, shall apply its assets to discharge its obligations to creditors, including members that are creditors. b. After a limited liability company complies with subdivision a, any surplus must be distributed in the following order, subject to any charging order in effect under section 10-32.1-45 and unless otherwise provided in the articles of organization or an operating agreement:
(1) To each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and (2) In proportion to the value of the contributions of members and dissociated members, except to the extent necessary to comply with any transfer effective under section 10-32.1-44. c. If a limited liability company does not have sufficient surplus to comply with paragraph 1 of subdivision b, any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions. d. All distributions made under subdivisions a and b must be paid in money unless otherwise provided in the articles of organization or in an operating agreement, or by the unanimous consent of the voting members.