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2019 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 245 - Dissolution Generally
Part 6 - Revocation of Dissolution
§ 48-245-601. Revocation of dissolution.

Universal Citation: TN Code § 48-245-601 (2019)

  • (a) Generally. In the case of dissolution by the members as provided in § 48-245-101(a)(2), an LLC may revoke its dissolution at any time prior to the filing of the articles of termination with the secretary of state, except as provided in subsection (d).

  • (b) Approval. Revocation of dissolution shall be authorized by the same vote of the members required to approve the dissolution, unless the authorization for dissolution permitted revocation by action by the board of governors alone, in which event the board of governors may revoke the dissolution without member action.

  • (c) Articles of Revocation of Dissolution. After the revocation of dissolution is authorized, the LLC may revoke the dissolution by delivering to the office of the secretary of state for filing articles of revocation of dissolution that set forth:

    • (1) The name of the LLC;

    • (2) The effective date of the dissolution that was revoked;

    • (3) The date that the revocation of dissolution was authorized;

    • (4) If the LLC's governors of a board-managed LLC revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of governors alone pursuant to that authorization; and

    • (5) If member action was required to revoke the dissolution, a statement that the resolution was duly adopted by the members and a copy of the resolution or the written consent authorizing the revocation of dissolution.

  • (d) Restrictions on Revocation. If a dissolved LLC is being wound up and terminated by being merged into a successor organization under § 48-245-501(a), and the plan of merger has been approved under § 48-244-102(a), then the dissolution may be revoked under this section only after the plan of merger has been properly abandoned under § 48-244-101(b).

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