2019 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 245 - Dissolution Generally
Part 3 - Administrative Dissolution
§ 48-245-302. Procedure for and effect of administrative dissolution.
(a) If the secretary of state determines that one (1) or more grounds exist under § 48-245-301 for dissolving an LLC, the secretary of state shall serve the LLC with written communication of the secretary of state's determination in accordance with §§ 48-208-104 and 48-208-105, except that such determination may be sent by first class mail.
(b) If the LLC does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the communication in accordance with §§ 48-208-104 and 48-208-105, the secretary of state shall administratively dissolve the LLC by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the LLC in accordance with §§ 48-208-104 and 48-208-105, except that the certificate may be sent by first class mail.
(c) An LLC administratively dissolved continues its existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under § 48-245-501 and notify claimants under § 48-245-502.
(d) The administrative dissolution of an LLC does not terminate the authority of its registered agent.
