North Carolina § 55-14-08 - Enforcement of claims.

§ 55-14-08. Enforcement of claims.

A claim under G.S. 55-14-06 or G.S. 55-14-07 may be enforced: Against the dissolved corporation, to the extent of its undistributed assets, including coverage under any applicable insurance policy, or Except as provided in G.S. 55-14-09(d), 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. Nothing in G.S. 55-14-06 or G.S. 55-14-07 shall extend any applicable period of limitation. History (1955, c. 1371, s. 1; 1973, c. 469, ss. 39, 40; 1989, c. 265, s. 1; 2005-268, s. 32.) NORTH CAROLINA COMMENTARY This section contains the substance of subsection 14.07(d) of the Model Act and was added for the purpose of setting forth provisions applicable to claims covered by either G.S. 55-14-06 or G.S. 55-14-07 . The language of the Model Act was modified in subdivision (a)(1) to make clear that undistributed assets of a dissolved corporation include coverage under any applicable insurance policy. Under subdivision (a)(2), a claim may be enforced against a shareholder to the extent of the lesser of his pro rata share thereof or the corporate assets distributed to him in liquidation. In no event may a shareholder's total liability under this section exceed the total amount of assets distributed to him in liquidation. This subdivision, unlike former G.S. 55-54, makes a shareholder liable regardless of whether the distribution to him was made at a time when the corporation was unable to meet its obligations and regardless of whether he knew that the distribution violated this Act. This section does not bring forward the provision in former G.S. 55-32(1) allowing creditors to enforce certain specified statutory liabilities in direct actions against directors. However, substantially the same relief should be available to creditors in insolvency proceedings and through attachment or similar procedures. SUPPLEMENTAL NORTH CAROLINA COMMENTARY (2005) Effective October 1, 2005, this section is amended to reflect that the liability of shareholders of a dissolved corporation may be limited by G.S. 55-14-09 , which is added to the North Carolina Business Corporation Act effective October 1, 2005. Effect of Amendments. - Session Laws 2005-268, s. 32, effective October 1, 2005, in subdivision (a)(2), inserted "Except as provided in G.S. 55-14-09(d) " and substituted "the shareholder's" for "his" once and "the shareholder" for "him" twice.