2018 Tennessee Code
Title 48 - Corporations and Associations
Chapter 64 - Dissolution
Part 2 - Administrative Dissolution
§ 48-64-205. Articles of termination following administrative dissolution or revocation.
(a) When a corporation, which has been administratively dissolved or has had its charter revoked, wishes to terminate its corporate existence, it may do so without first being reinstated by delivering to the secretary of state for filing articles of termination following administrative dissolution or revocation setting forth:
(1) The name of the corporation;
(2) The date that termination of corporate existence was authorized;
(3) A statement that the resolution authorizing termination was duly adopted by the members or that approval by the members was not required, and that the resolution authorizing termination was adopted by a majority of the board of directors;
(4) A copy of the resolution or the written consent authorizing the termination;
(5) If approval of dissolution by some third person or persons other than the members, directors, or incorporators was required, a statement that such approval was obtained;
(6) If the corporation is a public benefit corporation, a statement that notice to the attorney general and reporter required by § 48-64-103(a) has been given; and
(7) A statement that all the assets of the corporation have been distributed to its creditors and other parties authorized by chapters 51-68 of this title.
(b) If the secretary of state finds that the articles of termination following administrative dissolution or revocation comply with the requirements of subsection (a), and if the articles are accompanied by a tax clearance for termination or withdrawal, then the secretary of state shall file the articles of termination following administrative dissolution or revocation. 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.