(1) A dissolved corporation that has published
notice of its dissolution in accordance with RCW 23B.14.030(3)
may dispose of any or all of the known claims against it by
giving written notice of its dissolution to the holders of the
known claims at any time after the effective date of dissolution.
The written notice of dissolution must:
(a) Provide, for each known claim of the holder to whom the
notice is addressed that is sought to be disposed of under this
section, either (i) a general description of the known facts
specified in subsection (3)(b)(i) or (ii) of this section
relating to a matured and legally assertable claim or liability,
or (ii) an identification of the executory contract with respect
to which unmatured, conditional, or contingent claims or
liabilities are sought to be disposed of under this section;
(b) Provide a mailing address where a notice of claim may be
sent;
(c) State the deadline, which may not be fewer than one
hundred twenty days from the effective date of the written notice
of dissolution, by which a written notice of claim must be
delivered to the dissolved corporation;
(d) State that the known claim will be barred if a written
notice of claim describing the known claim with reasonable
particularity is not delivered to the dissolved corporation by
the deadline; and
(e) State that the known claim or any executory contract on
which the known claim is based may be rejected by the dissolved
corporation, in which case the holder of the known claim will
have a limited period of ninety days from the effective date of
the rejection notice in which to commence a proceeding to enforce
the known claim.
(2) A known claim against the dissolved corporation is
barred:
(a) If the holder of the known claim who was given written
notice of dissolution under subsection (1) of this section does
not deliver the written notice of claim to the dissolved
corporation by the deadline; or
(b) If a holder of a known claim that was rejected by the
dissolved corporation does not commence a proceeding to enforce
the known claim within ninety days from the effective date of the
rejection notice.
(3) For purposes of this section, "known claim" means any
claim or liability:
(a) That either: (i) Has matured sufficiently, before or
after the effective date of the dissolution, to be legally
capable of assertion against the dissolved corporation, whether
or not the amount of the claim or liability is known or
determinable; or (ii) is unmatured, conditional, or otherwise
contingent but may subsequently arise under any executory
contract to which the dissolved corporation is a party, other
than under an implied or statutory warranty as to any product
manufactured, sold, distributed, or handled by the dissolved
corporation; and
(b) As to which the dissolved corporation has knowledge of
the identity and the mailing address of the holder of the claim
or liability and, in the case of a matured and legally assertable
claim or liability, actual knowledge of existing facts that
either (i) could be asserted to give rise to, or (ii) indicate an
intention by the holder to assert, such a matured claim or
liability.
[2006 c 52 § 9; 1989 c 165 § 159.]