(a)Manner. An LLC that has not accepted contributions may be dissolved and terminated by the organizers in the manner set forth in this section.
lawyer at desk

Ask a business law question, get an answer ASAP!
Thousands of highly rated, verified business lawyers.
Click here to chat with a lawyer about your rights.

Terms Used In Tennessee Code 48-245-201

  • LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
  • Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
  • Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
  • Tax clearance for termination or withdrawal: means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that an LLC or a foreign LLC has filed all applicable reports, including, but not limited to, a final report, and has paid all fees, penalties and taxes as required by the revenue laws of this state. See Tennessee Code 48-202-101
  • Termination: means the end of an LLC's existence as a legal entity and occurs when the articles of termination are filed with the secretary of state under §. See Tennessee Code 48-202-101
(b)Articles of Termination. A majority of the organizers shall sign and file with the secretary of state articles of termination containing:

(1) The name of the LLC;
(2) The date of organization;
(3) A statement that contributions have not been accepted; and
(4) A statement that no debts remain unpaid.
(c) The secretary of state shall file the articles of termination of existence of the LLC if the secretary of state finds that the articles:

(1) Comply with subsection (b); and
(2) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
(d) When the articles of termination have been filed in accordance with subsection (c), the existence of the LLC is terminated.
  Previous section
Next section  
 Part 2 Contents