Administrative Dissolution

Tenn. Code Ann. tit. 48, ch. 24, pt. 2

in effect

Tenn. Code Ann. § 48-24-201 Grounds for administrative dissolution.

48-24-201. Grounds for administrative dissolution. The secretary of state may commence a proceeding under § 48-24-202 to administratively dissolve a corporation if the: (1) Corporation does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due; (2) Corporation is without a registered agent or registered office in this state for two (2) months or more; (3) Name of a corporation contained in a document filed after January 1, 1988, fails to comply with § 48-14-101; (4) Corporation does not notify the secretary of state within two (2) months that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; (5) Corporation's period of duration stated in its charter expires; (6) Corporation submits to the secretary of state's office a check, bank draft, money order or other such instrument, for payment of any fee and it is dishonored upon presentation for payment; (7) Corporation files a document with the secretary of state in which an incorporator, director, officer, agent, or representative of the corporation signed the document knowing that the document contained materially false information; or (8) Corporation is owned or controlled by a foreign government or foreign nongovernment person determined to be a foreign adversary by the United States secretary of commerce and specified in 15 CFR 791.4(a) or a successor regulation, except for entities involved in transactions approved by the committee on foreign investment in the United States. Acts 1986, ch. 887, § 14.20; 1989, ch. 451, § 20; 2025, ch. 113, § 2.

Tenn. Code Ann. § 48-24-202 Procedure for and effect of administrative dissolution.

48-24-202. Procedure for and effect of administrative dissolution. (a) If the secretary of state determines that one (1) or more grounds exist under § 48-24-201 for dissolving a corporation, the secretary of state shall serve the corporation with notice of the secretary of state's determination under §§ 48-15-104 and 48-15-105, except that such determination may be sent by first class mail. (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 communication is perfected under §§ 48-15-104 and 48-15-105, 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 §§ 48-15-104 and 48-15-105, 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 business except that necessary to wind up and liquidate its business and affairs under § 48-24-105 and notify claimants under §§ 48-24-106 and 48-24-107. (d) The administrative dissolution of a corporation does not terminate the authority of its registered agent. (e) Nothing herein shall be deemed to repeal or modify § 67-4-2116 or any other provisions of law relating to the revocation of the charter of a corporation for failure to comply with the provisions thereof. Acts 1986, ch. 887, § 14.21; 1989, ch. 451, § 21; 2012, ch. 1051, § 49.

Tenn. Code Ann. § 48-24-203 Reinstatement following administrative dissolution.

48-24-203. Reinstatement following administrative dissolution. (a) A corporation administratively dissolved under § 48-24-202 may apply to the secretary of state for reinstatement. The application must: (1) Contain a confirmation of good standing relative to such foreign corporation; (2) Recite the name of the corporation at its date of dissolution; (3) State that the ground or grounds for dissolution either did not exist or have been eliminated; and (4) State a corporate name that satisfies the requirements of § 48-14-101. (b)(1) If the secretary of state determines that the application contains the confirmation of good standing and 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 corporation under § 48-15-104. (2) If the corporate name in subdivision (a)(4) is different than the corporate name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the charter insofar as it pertains to the corporate 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 corporation resumes carrying on its business as if the administrative dissolution had never occurred. Acts 1986, ch. 887, § 14.22; 1987, ch. 273, § 39; 1991, ch. 188, § 9; 1992, ch. 771, § 1; 2010, ch. 741, §§ 5, 6; 2011, ch. 99, § 1.

Tenn. Code Ann. § 48-24-204 Appeal from denial of reinstatement.

48-24-204. Appeal from denial of reinstatement. (a) If the secretary of state denies a corporation's application for reinstatement following administrative dissolution, the secretary of state shall serve the corporation under §§ 48-15-104 and 48-15-105 with a written notice that explains the reason or reasons for denial. (b) The corporation may appeal the denial of reinstatement to the chancery court of Davidson County within thirty (30) days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the corporation's application for reinstatement, and the secretary of state's notice of denial. (c) The court may summarily order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate. (d) The court's final decision may be appealed as in other civil proceedings. Acts 1986, ch. 887, § 14.23.

Tenn. Code Ann. § 48-24-205 Articles of termination following administrative dissolution or revocation.

48-24-205. Articles of termination following administrative dissolution or revocation. (a) When a corporation, which has been administratively dissolved or has had its charter revoked, wishes to terminate its corporate existence, it may do so without first being reinstated by delivering to the secretary of state for filing articles of termination following administrative dissolution or revocation setting forth: (1) The name of the corporation; (2) The date that termination of corporate existence was authorized; (3) That the resolution authorizing termination was duly adopted by the shareholders; (4) A copy of the resolution or the written consent authorizing the termination; and (5) That all the assets of the corporation have been distributed to its creditors and shareholders. (b) If the secretary of state finds that the articles of termination following administrative dissolution or revocation comply with the requirements of subsection (a) and are accompanied by a tax clearance for termination or withdrawal relative to the corporation, then the secretary of state shall file the articles of termination of corporate existence following administrative dissolution or revocation. Upon such filing, the existence of the corporation shall cease, except that the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or shareholders, for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The shareholders, directors, and officers have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim. Acts 1989, ch. 451, § 22; 2010, ch. 741, § 7.

Tenn. Code Ann. § 48-24-206 Reinstatement within certain amount of time — Amendment of charter — Application for reinstatement.

48-24-206. Reinstatement within certain amount of time — Amendment of charter — Application for reinstatement. A corporation that has been administratively dissolved by the expiration of its period of duration may reinstate within one (1) year of the expiration of the period of duration by: (1) Amending its charter to extend its period of duration or set the period of duration to perpetual; and (2) Filing an application for reinstatement following administrative dissolution pursuant to § 48-24-203. Acts 2016, ch. 688, § 1.

Source: Tennessee Code (state release 76 via Public.Resource.Org) + public chapters (Tennessee Secretary of State)URL: https://archive.org/download/gov.tn.tca/release76.2021.05.21/gov.tn.tca.title.48.htmlFetched: 10/24/2026