Q: Can a dissolved LLC in CA be sued after 5 years?
I am wondering if a properly dissolved LLC in California, which operated as a retail business and sold its real estate and business before dissolving, can still be sued 5 years after its dissolution. There have been no legal claims yet, and the LLC was officially dissolved in 2020. Is there a statute of limitations for such situations?
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A:
When you dissolve an LLC in California, you aren't immediately free from all potential legal claims. Under California law, there is generally a 4-year statute of limitations for bringing claims against a dissolved LLC. Since your LLC was properly dissolved in 2020 and it's now been 5 years without any claims, you've likely passed the standard timeframe during which most lawsuits could be filed.
However, there are important exceptions you should know about. Some claims, such as those involving fraud, latent defects, or certain contractual obligations, may have different statutes of limitations based on when the issue was discovered rather than when the LLC dissolved. The fact that your business sold real estate before dissolving could potentially involve longer liability periods for specific property-related issues.
While your situation sounds promising given the 5-year time period that has elapsed, consulting with a business attorney would give you peace of mind. They could review your specific dissolution documents and business history to confirm your protection status. Different liability scenarios might apply depending on how thoroughly the LLC completed its "winding up" process and whether all known creditors were properly notified during dissolution.
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