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2019 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 245 - Dissolution Generally
Part 4 - Notice of Dissolution
§ 48-245-401. Filing notice of dissolution and effect.

Universal Citation: TN Code § 48-245-401 (2019)

  • (a) Contents. If dissolution of the LLC is approved pursuant to § 48-245-202(a), or it occurs under § 48-245-101(a)(5), the LLC shall file with the secretary of state a notice of dissolution, unless the existence and business of the LLC is continued pursuant to § 48-245-101(b). The notice must contain:

    • (1) The name of the LLC; and

    • (2)

      • (A) If the dissolution is approved pursuant to § 48-245-202(b), the date of the meeting at which the resolution was approved, and a statement that the requisite vote of the members was received, or that members validly took action without a meeting; or

      • (B) If the dissolution occurs under § 48-245-101(a)(5), by the termination of a membership interest of a member, a statement that the continued membership of a member has terminated, and the date of that termination.

  • (b) Winding Up. When the notice of dissolution has been filed with the secretary of state, the LLC shall cease to carry on its business, except to the extent necessary (or appropriate) for the winding up of the business of the LLC. The members shall retain the right to revoke the dissolution in accordance with § 48-245-601 and the right to remove or appoint governors or managers. The LLC's existence continues to the extent necessary to wind up the affairs of the LLC until the dissolution is revoked or articles of termination are filed with the secretary of state.

  • (c) Certain Mergers Permitted During Winding Up. As part of winding up, the LLC may participate in a merger with another LLC or one (1) or more foreign or domestic business entities under chapter 244 of this title, but the dissolved LLC shall not be the surviving business entity.

  • (d) Remedies Continued. The filing with the secretary of state of a notice of dissolution does not affect any remedy in favor of the LLC or any remedy against it or its members, governors, or managers in those capacities, except as provided in § 48-245-502.

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