2019 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 245 - Dissolution Generally
Part 5 - Procedure in Winding Up
§ 48-245-501. Procedure in winding up.
(a) Procedures to Be Followed Where Winding Up Accomplished by Merger. If the business of the LLC is wound up and terminated by merging the dissolved LLC into a surviving business entity:
(1) The procedures stated in §§ 48-244-101 — 48-244-104 must be followed; and
(2) Sections 48-245-502, 48-245-503 and 48-245-1101 do not apply.
(b) Procedures to Be Followed Otherwise. If the business of the LLC is to be wound up and terminated other than by merging the dissolved LLC into a surviving business entity, the procedures stated in subsections (c)-(e) must be followed.
(c) Collection and Payment. When a notice of dissolution has been filed with the secretary of state, the board of governors of a board-managed LLC, the members of a member-managed LLC, or the managers acting under the direction of the members or board of governors (as applicable), shall proceed as soon as possible to:
(1) Collect or make provision for the collection of all known debts due or owing to the LLC, including unperformed contribution agreements; and
(2) Except as provided in § 48-245-502, pay or make provision for the payment of all known debts, obligations, and liabilities of the LLC according to their priorities under § 48-245-1101.
(d) Transfer of Assets. Notwithstanding § 48-244-201, when a notice of dissolution has been filed with the secretary of state, the governors of a board-managed LLC may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of a dissolved LLC without a vote of the members.
(e) Distribution to Members. All tangible or intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the LLC must be distributed to the members in accordance with § 48-236-103 and § 48-245-1101.
