2023 Tennessee Code
Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115)
LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115)
Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201)
Part 3 - ADMINISTRATIVE DISSOLUTION (§§ 48-245-301 — 48-245-306)
Section 48-245-303 - Reinstatement following administrative dissolution

• (a) An LLC administratively dissolved under § 48-245-302 may apply to the secretary of state for reinstatement following administrative dissolution. The application must:
  • (1) Be accompanied by a confirmation of good standing relative to such LLC;
  • (2) Recite the name of the LLC at its date of administrative dissolution;
  • (3) State that the ground or grounds for dissolution either did not exist or have been eliminated; and
  • (4) State an LLC name that satisfies the requirements of § 48-207-101;

• (b)
  • (1) If the secretary of state determines that the application is accompanied by the confirmation of good standing and contains the information required by subsection (a), and that such information is correct, then the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the LLC in accordance with § 48-208-104.
  • (2) If the LLC name in subdivision (a)(4) is different than the LLC name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the articles insofar as it pertains to the LLC's name.

• (c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the LLC resumes carrying on its business as if the administrative dissolution had never occurred.

Acts 1994, ch. 868, § 1; 2010, ch. 741, §§ 27, 28; 2011, ch. 99, §§ 5-7.