2010 Tennessee Code
Title 48 - Corporations And Associations
Chapter 249 - Tennessee Revised Limited Liability Company Act
Part 6 - Dissolution and Winding Up of the LLC
48-249-601 - Dissolution.

48-249-601. Dissolution.

(a)  Events causing dissolution.  An LLC is dissolved upon the first to occur of the following:

     (1)  If a period is fixed in the articles for the duration of the LLC, upon the expiration of that period, but if no such period is set forth in the articles, then the LLC shall have a perpetual existence;

     (2)  The occurrence of an event specified in the LLC documents;

     (3)  An action of the members in accordance with § 48-249-603;

     (4)  An action of the organizers under § 48-249-602;

     (5)  An order of a court under § 48-249-616 or 48-249-617;

     (6)  An action of the secretary of state under § 48-249-605; or

     (7)  At any time there are no members if:

          (A)  The LLC files a notice of dissolution as provided in § 48-249-609, within ninety (90) days after the occurrence of the event that terminated the membership interest of the last remaining member, which notice of dissolution may be signed on behalf of the LLC by the personal representative of the last remaining member; and

          (B)  The LLC documents specify that the termination of the membership interest of the last remaining member dissolves the LLC; provided, that if such notice of dissolution is not filed or the LLC documents do not provide for dissolution in that event, the LLC is not dissolved and is not required to be wound up and the personal representative of the last remaining member is automatically substituted as a member for the last remaining member, effective as of the occurrence of the event that terminated the membership interest of the last remaining member. Notwithstanding the provisions of this subdivision (a)(7)(B), the LLC documents may specify that any person may be substituted as a member for the last remaining member, effective as of the date of the event that causes the termination of membership interest of the last remaining member.

(b)  Events not causing dissolution.  The termination, dissociation, death, incapacity, withdrawal, retirement, resignation, expulsion, bankruptcy or dissolution of any member, or the occurrence of any other event that terminates the membership interest of any member, shall not cause the LLC to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the LLC shall be continued without dissolution.

(c)  Effect of dissolution.  An LLC dissolved by any of the dissolution events specified in subsection (a) shall be wound up, and its existence shall be terminated as provided in this part.

[Acts 2005, ch. 286, § 1; 2006, ch. 620, § 34.]