V. CORPORATIONS AND OTHER BUSINESS ASSOCIATIONS.

 

    A. CORPORATIONS

 

1. In general.

 

a. Claims after notice of dissolution. Creditors of a dissolved corporation, after the optional notice, have 120 days to present their claims in writing at a specified place and in a specified manner. A.C.A. §§ 4-26-1105(a)(1), 4-27-1406 (RepL 2001).

 

b. Claims under supervision. Creditors and claimants must file their claims with the court within 120 days following the first publication of adequate notice. A.C.A. § 26-1106 (Repl. 2001).

 

2. Nonprofit corporations.

 

a. Appeal from denial of reinstatement. The nonprofit corporation may appeal the denial of reinstatement to the Chancery Court of Pulaski County within ninety (90) days after service of the notice of denial is perfected. A.C.A. § 4-33-1423(b) (Rep!. 2001).

 

b. Foreign corporation: appeal of revocation of certificate of authority. A foreign nonprofit corporation may appeal the revocation of its certificate of authority to the Chancery Court of Pulaski County within thirty (30) days after service of the certificate of revocation is perfected. A.C.A. § 4-33-1532 (Repl. 2001).

c. Known claims against dissolved nonprofit corporation. A creditor of a dissolved nonprofit corporation shall deliver its claim to nonprofit corporation by the deadline stated in the nonprofit corporation's written notice. If the nonprofit corporation rejects the claim, the creditor must initiate a proceeding within ninety (90) days of the effective date of the rejection notice. A.C.A. § 4-33-1407 (Repl. 2001).

 

d. Unknown claims against dissolved nonprofit corporation. Creditors of a dissolved nonprofit corporation who do not receive actual notice of dissolution or whose claims are contingent or based on an event occurring after the effective date of dissolution or not timely acted upon by the dissolving corporation, must commence a proceeding to enforce the claim within one (1) year after the date of newspaper notice publication. A.C.A. § 4-33-1408(c) (Repl. 2001).


 

B. LIMITED LIABILITY COMPANY.

 

1. Appeal from secretary of state's refusal to file document. The secretary of state's refusal to file a document may be appealed by the commencement of a petition to the Pulaski County Circuit Court within thirty (30) days after the return of the document. A.C.A. § 4-32-1302(a) (Repl. 2001).

 

2. Known claims against dissolved limited liability company. A claim against a limited liability company is barred if a claimant who was given proper written notice does not deliver the claim to the limited liability company by the deadline stated in the notice. A claim against a limited liability company is barred if a claimant whose claim is rejected by the limited liability company does not commence a proceeding to enforce the claim within ninety (90) days after the date of the rejection notice or deemed rejection. A.C.A. § 4-32­907(c) (Repl. 2001).

 

3. Unknown claims against dissolved limited liability company. Creditors of a limited liability company who do not receive actual notice of dissolution or whose claims are contingent or based on an event occurring after the effective date of dissolution, must commence a proceeding within the earlier of the limitations period otherwise provided under law or five (5) years after the later of the date of publication of the newspaper notice of dissolution or filing of the articles of dissolution. A.C.A. § 4-32-908(c) (Repl. 2001).