4-26-1105. Notice to creditors — Filing or barring claims.

4-26-1105. Notice to creditors — Filing or barring claims. (a)(1) At any time after dissolution, the corporation may, at its option, give a notice requiring all creditors and claimants, including any with unliquidated or contingent claims and any with whom the corporation has unfulfilled contracts, to present their claims in writing and in detail at a specified place and in a specified manner within one hundred twenty (120) days after the first publication of the notice. (2) The notice if given shall be published at least once a week for three (3) successive weeks in a newspaper of general circulation in the county in which the principal place of business or, if no principal place of business, the registered office of the corporation was located at the date of dissolution. (3) On or before the date of the first publication of the notice, the corporation shall mail a copy thereof, postage prepaid and addressed to his or her last known address, to each person believed to be a creditor of or claimant against the corporation whose name and address are known to or can with due diligence be ascertained by the corporation. (4) The giving of notice shall not constitute a recognition that any person is a proper creditor or claimant and shall not revive or make valid, or operate as a recognition of the validity of, or a waiver of any defense or counterclaim in respect of, any claim against the corporation, its assets, directors, officers, or shareholders, which has been barred by any statute of limitations or becomes invalid by any cause, or in respect of which the corporation, its directors, officers, or shareholders, has any defense or counterclaim. (b)(1) Any claims which shall have been filed as provided in the notice and which shall be disputed by the corporation may be submitted for determination to the court, if any, supervising the liquidation of the corporation. If no court is supervising the liquidation of the corporation, claims may be submitted to any court of competent jurisdiction. (2) A claim filed by the trustee or paying agent for the holders of bonds or coupons shall have the same effect as if filed by the holder of any such bond or coupon. (3) Any person whose claim is, at the date of the first publication of notice, barred by any statute of limitations is not a creditor or claimant entitled to any notice under this section or § 4-26-1106. (4) The claim of any such person and all other claims which are not filed in a timely manner as provided in the notice except claims which are the subject of litigation on the date of the first publication of the notice, and all claims which are so filed but are disallowed by the court, shall be forever barred as against the corporation, its assets, directors, officers, and shareholders, except to such extent as the court, if any, supervising the liquidation of the corporation or any other court of competent jurisdiction may allow them against any remaining assets of the corporation in the case of a creditor who shows satisfactory reason for his or her failure to file his or her claim as so provided. (5) If the court supervising the liquidation requires a further notice under § 4-26-1106, any reference to a notice in this section, to the extent that the court so orders, shall mean such further notice, except that a claim which has been filed in accordance with a notice under this section need not be refiled under such further notice. (c) Notwithstanding this section and § 4-26-1106, tax claims and other claims of this state and of the United States shall not be required to be filed under those sections, and those claims shall not be barred because not so filed, and distribution of the assets of the corporation, or any part thereof, may be deferred until determination of any of these claims. (d) Laborer's wages shall be preferred claims and entitled to payment before any other creditors out of the assets of the corporation in excess of valid prior liens or encumbrances.