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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
§ 48-249-608. Articles of termination following administrative dissolution.
Universal Citation: TN Code § 48-249-608 (2017)
- (a) Submission of articles of termination. When an LLC that has been administratively dissolved wishes to terminate its existence, it may do so without first being reinstated, by delivering articles of termination to the secretary of state for filing following administrative dissolution, setting forth:
- (1) The name of the LLC;
- (2) The date that termination of the LLC existence was authorized;
- (3) That the resolution authorizing termination was duly adopted by the members;
- (4) A copy of the resolution or the written consent authorizing the termination; and
- (5) That all the assets of the LLC have been distributed to its creditors, members and holders.
- (b) (1) The secretary of state shall file the articles of termination following administrative dissolution if the secretary of state finds that the articles:
- (A) Comply with subsection (a); and
- (B) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
- (2) Upon such filing, the existence of the LLC shall cease, except that the termination of LLC existence shall not take away or impair any remedy to or against the LLC or its members, directors, managers or officers for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the LLC may be prosecuted or defended by the LLC in its LLC name. The members, directors, managers or officers shall have the power to take such LLC or other action, as may be appropriate, to protect such remedy, right or claim.
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