(a)When filed. Articles of termination shall be filed with the secretary of state upon the dissolution and the completion of winding up of the LLC.
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Terms Used In Tennessee Code 48-249-612

  • articles of organization: means , in the case of an LLC, articles of organization or, to the extent applicable with respect to an LLC initially formed under and governed by the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, articles of conversion, taken together with all of the following, to the extent they modify, correct, restate or otherwise affect the articles of organization or articles of conversion: articles of amendment, articles of correction, certificates of merger and all documents required to be filed with any of the articles of amendment, articles of correction and certificates of merger, as part of the formation and continuation of an LLC. See Tennessee Code 48-249-102
  • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
  • Person: means an individual or an entity. See Tennessee Code 48-249-102
  • 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
  • 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 48-249-102
  • 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)Contents. Articles of termination shall set forth:

(1) The name of the LLC;
(2) The date of filing of its articles of organization;
(3) The reason for the filing of the articles of termination;
(4) Whether known and potential creditors and claimants have been notified of the dissolution under § 48-249-611; and
(5) Any other information that the person filing the articles of termination determines necessary or desirable to include.
(c) The secretary of state shall file the articles of termination if the secretary of state finds that the articles of termination:

(1) Comply with subsection (b); and
(2) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
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