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2017 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 64 - Dissolution
Part 1 - Voluntary Dissolution
§ 48-64-106. Effect of dissolution.
Universal Citation: TN Code § 48-64-106 (2017)
- (a) A dissolved corporation continues its corporate existence, but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:
- (1) Collecting its assets;
- (2) Conveying and disposing of its properties that will not be distributed in kind;
- (3) Discharging or making provision for discharging its liabilities;
- (4) Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition;
- (5) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its charter or bylaws;
- (6) If the corporation is a public benefit corporation, and no provision has been made in its charter or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets to:
- (A) One (1) or more persons recognized as exempt under Section 501(c)(3) of the Internal Revenue Code, codified in 26 U.S.C. § 501(c)(3);
- (B) If the dissolved corporation is not recognized as exempt under Section 501(c)(3) of the Internal Revenue Code, one (1) or more public benefit corporations; or
- (C) The state of Tennessee or any county, municipality, or political subdivision thereof;
- (7) If the corporation is a mutual benefit corporation and no provision has been made in its charter or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, those persons whom the corporation holds itself out as benefitting or serving; and
- (8) Doing every other act necessary to wind up and liquidate its assets and affairs.
- (b) Dissolution of a corporation does not:
- (1) Transfer title to the corporation's property;
- (2) Subject its directors or officers to standards of conduct different from those prescribed in chapter 58 of this title;
- (3) Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation, or removal of its directors or officers, or both; or change provisions for amending its bylaws;
- (4) Prevent commencement of a proceeding by or against the corporation in its corporate name;
- (5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
- (6) Terminate the authority of the registered agent of the corporation.
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