Sec. 7. (a) A dissolved corporation may also publish
notice of its dissolution and request that persons with claims against the
corporation present them in accordance with the notice.
(b) The notice must:
(1) be published one (1) time in a newspaper of general
circulation in the county where the dissolved corporation's
principal office (or, if none in Indiana, its registered office) is or
was last located;
(2) describe the information that must be included in a claim and
provide a mailing address where the claim may be sent; and
(3) state that a claim against the corporation will be barred unless
a proceeding to enforce the claim is commenced within two (2)
years after the publication of the notice.
(c) If the dissolved corporation publishes a newspaper notice in
accordance with subsection (b), the claim of each of the following
claimants is barred unless the claimant commences a proceeding to
enforce the claim within two (2) years after the publication date of the
newspaper notice:
(1) A claimant who did not receive written notice under section
6 of this chapter.
(2) A claimant whose claim was timely sent to the dissolved
corporation but not acted on.
(3) A claimant whose claim is contingent or based on an event
occurring after the effective date of dissolution.
(d) A claim may be enforced under this section:
(1) against the dissolved corporation, to the extent of its
undistributed assets; or
(2) if the assets have been distributed in liquidation, against a
shareholder of the dissolved corporation to the extent of the
shareholder's pro rata share of the claim or the corporate assets
distributed to the shareholder in liquidation, whichever is less, but
a shareholder's total liability for all claims under this section may
not exceed the total amount of assets distributed to the
shareholder.
As added by P.L.149-1986, SEC.29. Amended by P.L.75-1990,
SEC.3.
IC 23-1-46Chapter 46. Repealed Repealed by P.L.118-2017, SEC.21.
IC 23-1-47Chapter 47. Judicial Dissolution
23-1-47-1Judicial dissolution; when allowable 23-1-47-2Venue; parties; preservation of corporate assets 23-1-47-4Decree of dissolution; winding up affairs
Notes of Decisions
Briesacher v. Specialized Restoration & Constr., Inc., 888 N.E.2d 188 (Ind. Ct. App. 2008).
· cites it 14× “In their reply brief, the Briesachers argue that Lemmons can be held personally liable under a theory of piercing the corporate veil and under Ind.Code § 23-1-45-7. However, the Briesachers did not make any argument regarding Lemmons's individual liability under a theory of…”
Bernstein v. Bankert, 698 F. Supp. 2d 1042 (S.D. Ind. 2010).
· cites it 12× “First, Auto-Owners contends that Plaintiffs’ claims against Enviro-Chem are time barred by Indiana Code § 23-1-45-7, as this action was not filed within two years after the dissolution of Enviro-Chem.”
United States v. SCA Servs. of Indiana, Inc., 837 F. Supp. 946 (N.D. Ind. 1993).
· cites it 2× “I.C. § 23-1-45-7 provides that: (a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.”
Randy Williams v. Clark Sand Co., Inc., 212 So. 3d 804 (Miss. 2015).
· cites it 3× “2013) (allowing claims to be brought for three years); Ind. Code Ann. § 23-1-45-7 (allowing claims to be brought for two years).”
Lewis Oil, Inc. v. Bourbon Mini-Mart, Inc. & Robert E. Wanamacher, 16 N.E.3d 1008 (Ind. Ct. App. 2014).
· cites it 22× “In accordance with Indiana Code Section 23-1-45-7, Lewis Oil published a notice of dissolution stating that any claim against it would be barred unless a proceeding to enforce the claim was commenced within two years after publication of the notice.”
DirectBuy, Inc. v. Buy Direct, LLC (N.D. Ind. 2022).
· cites it 2× “See IC § 23-1-45-7(d) (“A claim may be enforced under this section (1) against a dissolved corporation, to the extent of its undistributed assets; or (2) if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the…”
DirectBuy, Inc. v. Buy Direct, LLC (N.D. Ind. 2023).
· cites it 2× “9 (citing Ind. Code § 23-1-45-7 (d)). Accordingly, Old DirectBuy’s attorneys’ motion to withdraw identified Old DirectBuy’s Chief Operating Officer as the “last known” contact for Old DirectBuy for purposes of further proceedings in this case.”
— Ind. Code § 23-1-45-7(b)(3) — 2 cases
Bernstein v. Bankert, 698 F. Supp. 2d 1042 (S.D. Ind. 2010).
“First, Auto-Owners contends that Plaintiffs’ claims against Enviro-Chem are time barred by Indiana Code § 23-1-45-7, as this action was not filed within two years after the dissolution of Enviro-Chem.”
Lewis Oil, Inc. v. Bourbon Mini-Mart, Inc. & Robert E. Wanamacher, 16 N.E.3d 1008 (Ind. Ct. App. 2014).
“In accordance with Indiana Code Section 23-1-45-7, Lewis Oil published a notice of dissolution stating that any claim against it would be barred unless a proceeding to enforce the claim was commenced within two years after publication of the notice.”
— Ind. Code § 23-1-45-7(d) — 3 cases
Briesacher v. Specialized Restoration & Constr., Inc., 888 N.E.2d 188 (Ind. Ct. App. 2008).
“In their reply brief, the Briesachers argue that Lemmons can be held personally liable under a theory of piercing the corporate veil and under Ind.Code § 23-1-45-7. However, the Briesachers did not make any argument regarding Lemmons's individual liability under a theory of…”
DirectBuy, Inc. v. Buy Direct, LLC (N.D. Ind. 2022).
“See IC § 23-1-45-7(d) (“A claim may be enforced under this section (1) against a dissolved corporation, to the extent of its undistributed assets; or (2) if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the…”
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