2018 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 64 - Dissolution
Part 1 - Voluntary Dissolution
§ 48-64-109. Articles of termination of corporate existence.
(a) When a corporation has distributed all its assets to its creditors and other parties authorized by chapters 51-68 of this title and voluntary dissolution proceedings have not been revoked, it shall deliver to the secretary of state for filing articles of termination of corporate existence. The articles shall set forth:
(1) The name of the corporation;
(2) That all the assets of the corporation have been distributed to its creditors and other parties authorized by chapters 51-68 of this title; and
(3) That the dissolution of the corporation has not been revoked.
(b) If the secretary of state finds that the articles of termination of corporate existence comply with the requirements of subsection (a), and if the articles are accompanied by a tax clearance for termination or withdrawal relative to such corporation, then the secretary of state shall file the articles of dissolution and termination of corporate existence. Upon such filing, the existence of the corporation shall cease. Unless a claim is barred pursuant to § 48-64-107 or § 48-64-108, the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers, or members, for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors, and officers have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim.
