(a)Notice of dissolution. If dissolution of the LLC is approved under § 48-249-603, or if it occurs under § 48-249-601(a)(2) or (a)(7), the LLC shall file a notice of dissolution with the secretary of state. The notice shall contain:

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Terms Used In Tennessee Code 48-249-609

  • Business: means every trade, occupation, profession, investment activity, and other lawful purpose for gain or the preservation of assets, whether or not carried on for profit. See Tennessee Code 48-249-102
  • Directors: means natural persons, designated in the charter or bylaws or elected or appointed by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described. See Tennessee Code 48-51-201
  • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
  • Entity: means , whether foreign or domestic and whether for profit or not-for-profit, limited liability companies, corporations, unincorporated associations, real estate investment trusts, statutory or business trusts or associations, estates, general partnerships, limited partnerships, registered or unregistered limited liability partnerships, limited liability limited partnerships or similar organizations, trusts, joint ventures, two (2) or more persons having a joint or common economic interest, and local, municipal, state, United States and foreign governments. See Tennessee Code 48-249-102
  • 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 individual who holds the office of secretary of state of this state. See Tennessee Code 48-249-102
  • 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
  • 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
(1) The name of the LLC; and
(2)

(A) If the dissolution is approved under § 48-249-603(b), a statement that the requisite vote of the members was received, or that members validly took action without a meeting; or
(B) If the dissolution occurs under § 48-249-601(a)(2) or (a)(7), a brief statement of the event that caused the dissolution and the date of that event.
(b)Effect of dissolution. When the notice of dissolution has been filed with the secretary of state, the LLC shall cease to carry on its business, except to the extent necessary or appropriate for the winding up and termination of the business and affairs of the LLC. The members shall retain the right to revoke the dissolution in accordance with § 48-249-613, and the right to remove or appoint directors, managers or officers. The LLC’s existence shall continue to the extent necessary to wind up the affairs of the LLC, until the dissolution is revoked or articles of termination are filed with the secretary of state.
(c)Merger of dissolved LLC. As part of winding up, the LLC may participate in a merger under part 7 of this chapter, but the dissolved LLC shall not be the surviving entity.
(d)Remedies preserved. The filing of a notice of dissolution with the secretary of state does not affect any remedy in favor of the LLC, or any remedy against it or its members, directors, managers or officers in those capacities, except as provided in § 48-249-611.
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