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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
§ 48-249-613. Revocation of dissolution.
Universal Citation: TN Code § 48-249-613 (2017)
- (a) When revocation permitted. In the case of dissolution by the members, as provided in § 48-249-601(a)(3), an LLC may revoke its dissolution at any time prior to the filing of the articles of termination with the secretary of state, except as provided in subsection (d).
- (b) Approval. Revocation of dissolution shall be authorized by the same vote of the members required to approve the dissolution, unless the authorization for dissolution permitted revocation by action by the board of directors or managers alone, as applicable, in which event the board of directors or managers, as applicable, may revoke the dissolution without member action.
- (c) Articles of revocation. After the revocation of dissolution is authorized, the LLC may revoke the dissolution, by filing articles of revocation of dissolution with the secretary of state, that set forth:
- (1) The name of the LLC;
- (2) The effective date of the dissolution that was revoked;
- (3) The date that the revocation of dissolution was authorized;
- (4) If the directors of a director-managed LLC or the managers of a manager-managed LLC revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of directors or managers alone, as applicable, pursuant to that authorization; and
- (5) If member action was required to revoke the dissolution, a statement that the resolution was duly adopted by the members, and a copy of the resolution or the written consent authorizing the revocation of dissolution.
- (d) Revocation where LLC winding up by merger. If a dissolved LLC is being wound up and terminated by being merged into a successor entity under § 48-249-610(a), under an agreement or plan of merger under § 48-249-702, then the dissolution may be revoked under this section, only if the merger has been properly abandoned, as expressly provided for under § 48-249-702(k).
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