For AI agents: read the machine-readable documentation index at /llms.txt or the single-file full reference at /llms-full.txt.
Form a Business

Judicial Dissolution

Tenn. Code Ann. tit. 48, ch. 24, pt. 3
in effect

Tenn. Code Ann. § 48-24-301 Grounds for judicial dissolution.

48-24-301. Grounds for judicial dissolution. Any court of record with proper venue in accordance with § 48-24-302 may dissolve a corporation: (1) In a proceeding by the attorney general and reporter if it is established that the corporation: (A) Obtained its charter through fraud; (B) Has exceeded or abused the authority conferred upon it by law; (C) Has violated any provision of law resulting in the forfeiture of its charter; or (D) Has carried on, conducted, or transacted its business or affairs in a persistently fraudulent or illegal manner; provided, that the enumeration of these grounds for dissolution shall not exclude actions or special proceedings by the attorney general and reporter or other state officials for the dissolution of a corporation for other causes as provided in this chapter or in any other statute of this state; (2) In a proceeding by a shareholder if it is established that: (A) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock; (B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (C) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect directors; or (D) The corporate assets are being misapplied or wasted; (3) In a proceeding by a creditor if it is established that: (A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. Acts 1986, ch. 887, § 14.30; 1989, ch. 451, § 23.

Tenn. Code Ann. § 48-24-302 Procedure for judicial dissolution.

48-24-302. Procedure for judicial dissolution. (a) Venue for a proceeding by the attorney general and reporter to dissolve a corporation lies in Davidson County. Venue for a proceeding brought by any other party named in § 48-24-301 lies in the county where the corporation's principal office (or, if none in this state, its registered office) is or was last located. (b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held. (d) In a proceeding for dissolution under § 48-24-301(2), the petitioner shall execute and file in the proceeding a bond, with sufficient surety, to cover the defendant's probable costs, including reasonable attorney fees, in defending the petition. The court shall determine the amount of the bond and may award to any party its reasonable costs, including attorney fees, if it finds for such party in a proceeding brought under § 48-24-301. Acts 1986, ch. 887, § 14.31.

Tenn. Code Ann. § 48-24-303 Receivership or custodianship.

48-24-303. Receivership or custodianship. (a) A court of record having equity jurisdiction in a judicial proceeding brought to dissolve a corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located. (b) The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers: (1) The receiver may: (A) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (B) Sue and defend in the receiver's own name as receiver of the corporation in all courts of this state; (2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors. (d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation and its shareholders and creditors. (e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets. Acts 1986, ch. 887, § 14.32.

Tenn. Code Ann. § 48-24-304 Decree of dissolution.

48-24-304. Decree of dissolution. (a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in § 48-24-301 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it. (b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with § 48-24-105 and the notification of claimants in accordance with §§ 48-24-106 and 48-24-107. Acts 1986, ch. 887, § 14.33.
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

Starting a business in Tennessee? Tennessee LLC guide: costs and requirements