(A) A corporation shall give notice of a dissolution by certified or registered mail, return receipt requested, to each known creditor and to each person that has a claim against the corporation, including claims that are conditional, unmatured, or contingent upon the occurrence or nonoccurrence of future events.
(B) The notice shall state all of the following:
(1) That all claims shall be presented in writing and shall identify the claimant and contain sufficient information to reasonably inform the corporation of the substance of the claim;
(2) The mailing address to which the person must send the claim;
(3) The deadline, which shall be not less than sixty days after the date the notice is given, by which the corporation must receive the claim;
(4) That the claim will be barred if the corporation does not receive the claim by the deadline;
(5) That the corporation may make distributions to other creditors or claimants, including distributions to shareholders of the corporation, without further notice to the claimant.
(C) Giving any notice or making any offer under this chapter shall not revive any claim then barred or constitute acknowledgment by the corporation that any person to whom the corporation sent notice under this section is a proper claimant and shall not operate as a waiver of any defense or counterclaim.
(D) A claim is barred if a claimant that was given written notice under division (A) of this section does not deliver the claim to the dissolved corporation by the deadline stated in the notice.
(E) The corporation shall post the notice described in division (B) of this section on any web site the corporation maintains in the corporation's name and shall provide a copy of the notice to the secretary of state to be posted on the web site maintained by the secretary of state in accordance with division (F) of this section.
(1) Except as provided in division (F)(2) of this section, the secretary of state shall make both of the following available to the public in a format that is searchable, viewable, and accessible through the internet:
(a) A list of all domestic corporations that have filed a certificate of dissolution or have had their articles canceled;
(b) For each dissolved corporation on the list described in division (F)(1)(a) of this section, a copy of both the certificate of dissolution and the notice delivered under division (B) of this section.
(2) After the materials relating to any dissolved or canceled corporation have been posted for five years, the secretary of state may remove from the web site the information that the secretary posted pursuant to division (F)(1) of this section that relates to that corporation.
(G) If the certificate of dissolution is filed five years or less after the effective date of this amendment, the corporation shall publish the notice described in division (B) of this section at least once a week for two successive weeks, in a newspaper published and of general circulation in the county in which the principal office of the corporation was to be or is located.
Amended by 129th General AssemblyFile No.72, HB 48, §1, eff. 5/4/2012.
Effective Date: 10-11-1955
Note: Committee Comment
This section has been revised to set
out a statutory process for actual notice to known claimants and a mechanism to
establish a bar date for claims against the dissolved corporation. This section
should be read in conjunction with new sections
1701.882 that set out procedures
to settle and pay or make other provision for claims. See
comment to Section
Committee Comment (2012)*
Division (E) requires that the notice sent to known claimants be posted on any website the corporation maintains in its name. Division (F) requires that the Secretary of State make available on the internet for a five year period certain information about corporations that are in dissolution. Newspaper notice is continued in division (G), but newspaper publication will no longer be required five years after the effective date of division (F).
*Comments on 129th General Assembly, HB 48, from the Ohio State Bar Association Corporation Law Committee