2019 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 64 - Dissolution
Part 2 - Administrative Dissolution
§ 48-64-202. Procedure for and effect of administrative dissolution.
(a) If the secretary of state determines that one (1) or more grounds exist under § 48-64-201 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of the secretary of state's determination under §§ 48-55-104 and 48-55-105, except that such determination may be sent by first class mail, and in the case of a public benefit corporation, shall notify the attorney general and reporter in writing.
(b) If the corporation 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 notice is perfected under §§ 48-55-104 and 48-55-105, the secretary of state shall administratively dissolve the corporation 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 corporation under §§ 48-55-104 and 48-55-105, except that the certificate may be sent by first class mail.
(c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except that necessary to wind up and liquidate its assets and affairs under § 48-64-106 and notify claimants under §§ 48-64-107 and 48-64-108.
(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
