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2017 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 249 - Tennessee Revised Limited Liability Company Act
Part 6 - Dissolution and Winding Up of the Llc
§ 48-249-606. Reinstatement following administrative dissolution.
Universal Citation: TN Code § 48-249-606 (2017)
- (a) Application for reinstatement. An LLC administratively dissolved under § 48-249-605 may apply to the secretary of state for reinstatement following administrative dissolution. The application shall:
- (1) Be accompanied by a confirmation of good standing relative to such LLC;
- (2) State the name of the LLC at its date of administrative dissolution;
- (3) State that the ground or grounds for dissolution either did not exist or have been eliminated; and
- (4) State a name for the LLC that satisfies the requirements of § 48-249-106.
- (b) Certificate of reinstatement.
- (1) If the secretary of state determines that the application is accompanied by the confirmation of good standing and contains the information required by subsection (a), and that such information is correct, then the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the LLC in accordance with § 48-249-113(a), except that the copy of the certificate may be sent by first class mail.
- (2) If the LLC name in subdivision (a)(4) is different than the LLC name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the articles of the LLC insofar as it pertains to the LLC's name.
- (c) Relation back of reinstatement. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the LLC resumes carrying on its business as if the administrative dissolution had never occurred.
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