(a) A decentralized organization is dissolved upon the occurrence of the following:

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Terms Used In Tennessee Code 48-250-113

  • articles of organization: means in the case of an LLC organized under chapters 201-248 of this title, articles of organization, articles of amendment, articles of correction, certificates of merger, and all similar documents required to be filed with any of the foregoing as part of the formation and continuation of an LLC. See Tennessee Code 48-202-101
  • Decentralized organization: means a decentralized organization, organized under this chapter. See Tennessee Code 48-250-101
  • Majority of the members: means the approval of more than fifty percent (50%) of participating membership interests in a vote for which a quorum of members is participating, excluding a person who dissociates from the organization as set forth in §. See Tennessee Code 48-250-101
  • Member-managed: means an LLC organized pursuant to this title that has elected pursuant to §. See Tennessee Code 48-202-101
  • Operating agreement: means a written agreement described in §. 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
  • Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105
(1) The period fixed for the duration of the organization expires;
(2) By vote of the majority of the members of a member-managed decentralized organization;
(3) At the time or upon the occurrence of events specified in the underlying smart contracts, or articles of organization, or operating agreement;
(4) The decentralized organization failed to approve proposals or take actions for a period of one (1) year; or
(5) By order of the secretary of state, if the decentralized organization is deemed to no longer perform a lawful purpose.
(b) As soon as possible following the occurrence of an event specified in subsection (a), the organization must execute a statement of intent to dissolve in the form prescribed by the secretary of state.
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