Voluntary Dissolution

Tenn. Code Ann. tit. 48, ch. 64, pt. 1

in effect

Tenn. Code Ann. § 48-64-101 Dissolution by incorporators or directors.

48-64-101. Dissolution by incorporators or directors. (a) A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the charter or bylaws, dissolve the corporation by delivering to the secretary of state for filing articles of dissolution and termination that set forth: (1) The name of the corporation; (2) The date of its incorporation; (3) A statement that the corporation has no members; and (4) A statement that a majority of the incorporators or directors authorized the dissolution and the date dissolution was thus authorized. (b) The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with § 48-58-203(c). The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (c) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. (d) If the secretary of state finds that the articles of dissolution and termination of corporate existence comply with the requirements of subsection (a), and if the articles are accompanied by a tax clearance for termination or withdrawal relative to such corporation, then the secretary of state shall file the articles of dissolution and termination of corporate existence. Upon such filing, the existence of the corporation shall cease. Unless a claim is barred pursuant to § 48-64-107 or § 48-64-108, the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or members, 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 members, directors, and officers shall have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim. Acts 1987, ch. 242, § 14.01; 1989, ch. 445, § 10; 2010, ch. 741, § 15.

Tenn. Code Ann. § 48-64-102 Dissolution by board of directors, members and third persons.

48-64-102. Dissolution by board of directors, members and third persons. (a) A corporation may be voluntarily dissolved by the written consent of its members in accordance with § 48-57-104 or at a special meeting called in accordance with § 48-57-102. (b) A corporation's board of directors may propose dissolution for submission to the members. Notice of any meeting of the directors to approve such action shall be in accordance with § 48-64-101(b). (c) For a proposal to dissolve to be adopted: (1) The board of directors shall recommend dissolution to the members unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members; (2) The members entitled to vote shall approve the proposal to dissolve as provided in subsection (f); and (3) Any person or persons whose approval is required by a charter provision authorized by § 48-60-301 for a charter or bylaw amendment shall approve the dissolution in writing. (d) The board of directors or members may condition its submission of the proposal for dissolution on any basis. (e) The corporation shall notify its members, whether or not entitled to vote, of the proposed members' meeting in accordance with § 48-57-105. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (f) Unless the charter, bylaws, the board of directors, or members (acting pursuant to subsection (c)) require a greater vote or voting by class, the proposal to dissolve to be adopted shall be approved by two thirds (2/3) of the votes cast by members or a majority of the voting power, whichever is less. (g) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution. (h) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. Acts 1987, ch. 242, § 14.02.

Tenn. Code Ann. § 48-64-103 Notices to the attorney general and reporter.

48-64-103. Notices to the attorney general and reporter. (a) A public benefit corporation shall give the attorney general and reporter written notice that it intends to dissolve at or before the time it delivers the articles of dissolution to the secretary of state. The notice shall include a copy or summary of the plan of dissolution. (b) No assets shall be transferred or conveyed by a public benefit corporation as part of the dissolution process until forty-five (45) days after it has given the written notice required by subsection (a) to the attorney general and reporter or until the attorney general and reporter has consented in writing to, or indicated in writing that the attorney general and reporter will take no action in respect to, the transfer or conveyance, whichever is earlier. (c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general and reporter a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the address of each person (other than creditors) who received assets and indicate what assets each received. Acts 1987, ch. 242, § 14.03; 2014, ch. 899, § 77.

Tenn. Code Ann. § 48-64-104 Articles of dissolution.

48-64-104. Articles of dissolution. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; (3) A statement that the resolution was duly adopted by the members; (4) If approval by members was not required, a statement that the resolution was duly adopted by a majority of the board of directors; (5) A copy of the resolution or the written consent authorizing the dissolution; (6) If approval of dissolution by some third person or persons other than the members, directors, or incorporators was required, a statement that such approval was obtained; and (7) If the corporation is a public benefit corporation, a statement that the notice to the attorney general and reporter required by § 48-64-103(a) has been given. (b) Unless a delayed effective date is specified in the articles of dissolution, a corporation is dissolved when the articles of dissolution are filed. Acts 1987, ch. 242, § 14.04.

Tenn. Code Ann. § 48-64-105 Revocation of dissolution.

48-64-105. Revocation of dissolution. (a) A corporation may revoke its dissolution at any time prior to filing the articles of termination of corporate existence with the secretary of state. (b) Revocation of dissolution shall be authorized in any manner that dissolution may be authorized under § 48-64-102, unless the authorization for dissolution permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person. (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution that set forth: (1) The name of the corporation; (2) The effective date of the dissolution that was revoked; (3) The date that the revocation of dissolution was authorized; (4) If the corporation's board of directors (or its incorporators) revoked the dissolution, a statement to that effect; (5) If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (6) If member or third person action was required to revoke the dissolution, the information required by § 48-64-104(a)(3), (5) and (6). (d) Revocation of dissolution is effective when the articles of revocation of dissolution are filed. (e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred. Acts 1987, ch. 242, § 14.05; 1989, ch. 445, § 11.

Tenn. Code Ann. § 48-64-106 Effect of dissolution.

48-64-106. Effect of dissolution. (a) A dissolved corporation continues its corporate existence, but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (1) Collecting its assets; (2) Conveying and disposing of its properties that will not be distributed in kind; (3) Discharging or making provision for discharging its liabilities; (4) Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition; (5) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its charter or bylaws; (6) If the corporation is a public benefit corporation, and no provision has been made in its charter or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets to: (A) One (1) or more persons recognized as exempt under Section 501(c)(3) of the Internal Revenue Code (26 U.S.C. § 501(c)(3)); (B) If the dissolved corporation is not recognized as exempt under Section 501(c)(3) of the Internal Revenue Code, one (1) or more public benefit corporations; or (C) The state of Tennessee or any county, municipality, or political subdivision thereof; (7) If the corporation is a mutual benefit corporation and no provision has been made in its charter or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, those persons whom the corporation holds itself out as benefitting or serving; and (8) Doing every other act necessary to wind up and liquidate its assets and affairs. (b) Dissolution of a corporation does not: (1) Transfer title to the corporation's property; (2) Subject its directors or officers to standards of conduct different from those prescribed in chapter 58 of this title; (3) Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation, or removal of its directors or officers, or both; or change provisions for amending its bylaws; (4) Prevent commencement of a proceeding by or against the corporation in its corporate name; (5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (6) Terminate the authority of the registered agent of the corporation. Acts 1987, ch. 242, § 14.06.

Tenn. Code Ann. § 48-64-107 Known claims against dissolved corporation.

48-64-107. Known claims against dissolved corporation. (a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (1) Describe information that must be included in a claim; (2) State whether the claim is admitted, or not admitted, and if admitted: (A) The amount that is admitted, which may be as of a given date; and (B) Any interest obligation if fixed by an instrument of indebtedness; (3) Provide a mailing address where a claim may be sent; (4) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (5) State that, except to the extent that any claim is admitted, the claim will be barred if written confirmation of the claim is not received by the deadline. (c) A claim against the dissolved corporation is barred to the extent that it is not admitted: (1) If the dissolved corporation delivered written notice to the claimant in accordance with subsection (b) and the dissolved corporation does not receive a written notice of the claim by the deadline set out in subdivision (b)(4); or (2) If the dissolved corporation delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice. (d) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. Acts 1987, ch. 242, § 14.07.

Tenn. Code Ann. § 48-64-108 Unknown claims against dissolved corporation.

48-64-108. Unknown claims against dissolved corporation. (a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (b) The notice must: (1) Be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this state, its registered office) is or was last located; (2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice. (c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two (2) years after the publication date of the newspaper notice: (1) A claimant who did not receive written notice under § 48-64-107; (2) A claimant whose claim was timely sent to the dissolved corporation but not acted on; and (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (d) A claim may be enforced under this section: (1) Against the dissolved corporation, to the extent of its undistributed assets; or (2) If the assets have been distributed in liquidation, against any person other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to the distributee in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee. Acts 1987, ch. 242, § 14.08.

Tenn. Code Ann. § 48-64-109 Articles of termination of corporate existence.

48-64-109. Articles of termination of corporate existence. (a) When a corporation has distributed all its assets to its creditors and other parties authorized by chapters 51-68 of this title and voluntary dissolution proceedings have not been revoked, it shall deliver to the secretary of state for filing articles of termination of corporate existence. The articles shall set forth: (1) The name of the corporation; (2) That all the assets of the corporation have been distributed to its creditors and other parties authorized by chapters 51-68 of this title; and (3) That the dissolution of the corporation has not been revoked. (b) If the secretary of state finds that the articles of termination of corporate existence comply with the requirements of subsection (a), and if the articles are accompanied by a tax clearance for termination or withdrawal relative to such corporation, then the secretary of state shall file the articles of dissolution and termination of corporate existence. Upon such filing, the existence of the corporation shall cease. Unless a claim is barred pursuant to § 48-64-107 or § 48-64-108, the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers, or members, 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 members, 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 1987, ch. 242, § 14.09; 2010, ch. 741, § 16.

Tenn. Code Ann. § 48-64-110 Directors to cause dissolved corporation to discharge or make reasonable provision for payment of claims and distributions of assets thereafter — Liability for breach.

48-64-110. Directors to cause dissolved corporation to discharge or make reasonable provision for payment of claims and distributions of assets thereafter — Liability for breach. (a) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets after payment or provision for claims. (b) Directors of a dissolved corporation that has disposed of claims under § 48-64-107 or § 48-64-108 shall not be liable for breach of § 48-64-110(a) with respect to claims against the dissolved corporation that are barred or satisfied under § 48-64-107 or § 48-64-108. Acts 2014, ch. 899, § 78.

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