2019 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 245 - Dissolution Generally
Part 3 - Administrative Dissolution
§ 48-245-305. Articles of termination following administrative dissolution.
(a) When an LLC, which has been administratively dissolved, wishes to terminate its existence, it may do so without first being reinstated by delivering to the secretary of state for filing articles of termination following administrative dissolution setting forth:
(1) The name of the LLC;
(2) The date that termination of LLC existence was authorized;
(3) That the resolution authorizing termination was duly adopted by the members;
(4) A copy of the resolution or the written consent authorizing the termination; and
(5) That all the assets of the LLC have been distributed to its creditors and members.
(b)
(1) The secretary of state shall file the articles of termination following administrative dissolution if the secretary of state finds that the articles:
(A) Comply with subsection (a); and
(B) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
(2) Upon such filing, the existence of the LLC shall cease, except that the termination of LLC existence shall not take away or impair any remedy to or against the LLC or its members, governors, or managers for any right or claim existing or any liability incurred prior to such termination. Any such action or proceeding by or against the LLC may be prosecuted or defended by the LLC in its LLC name. The members, governors, or managers shall have the power to take such LLC or other action as may be appropriate to protect such remedy, right, or claim.
