2019 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 245 - Dissolution Generally
Part 2 - Nonjudicial Dissolution
§ 48-245-202. Nonjudicial dissolution by members.
(a) Manner. An LLC may be dissolved by the members:
(1) Upon any event of dissolution set forth in the articles, operating agreement, or the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, requiring member action;
(2) By any procedures set forth in the articles or operating agreement; or
(3) By the members when authorized in the manner set forth in this section.
(b) Notice and Approval.
(1) The proposed dissolution must be submitted for approval at a meeting of members. Written notice shall be given to each member, whether or not entitled to vote at a meeting of members, within the time and in the manner provided in § 48-222-101 for meetings of members, and whether the meeting is a regular or a special meeting, must state that a purpose of the meeting is to consider dissolving the LLC and that dissolution must be followed by the winding up and termination of the LLC.
(2) If the proposed dissolution is approved at a meeting by a majority vote or such greater vote as may be provided for in the articles or operating agreement, the LLC must be dissolved and notice of dissolution shall be filed with the office of the secretary of state pursuant to § 48-245-401.
