(a)General. When a notice of dissolution has been filed with the secretary of state, and the business of the LLC is not to be wound up and terminated by merging the dissolved LLC into a successor organization under § 48-245-501(a), then the LLC may give notice of the filing to each creditor of and claimant against the LLC, known or unknown, present or future, and contingent or noncontingent, in accordance with subsections (b) and (c).
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Terms Used In Tennessee Code 48-245-502

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Business: includes every trade, occupation, profession, investment activity and other lawful purpose for gain or the preservation of assets whether or not carried on for profits. See Tennessee Code 48-202-101
  • Class: when used with reference to membership interests, means a category of membership interests that differs in one (1) or more rights or preferences from another category of membership interests of the LLC. See Tennessee Code 48-202-101
  • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
  • Distribution: means a direct or indirect transfer of money or other property (except its own membership interests) with or without consideration, or an incurrence or issuance of indebtedness, (whether directly or indirectly, including through a guaranty) by an LLC to or for the benefit of any of its members in respect of membership interests. See Tennessee Code 48-202-101
  • Interest: means either or both of the following rights under the organic law of an unincorporated entity:
    (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
  • Member: means a person reflected in the required records of an LLC as the owner of some governance rights of a membership interest of the LLC. See Tennessee Code 48-202-101
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Principal executive office: means an office, in or out of this state, where the principal office of the chief manager of the LLC or foreign LLC is located. See Tennessee Code 48-202-101
  • Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
  • Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
  • Share: means the unit into which the proprietary interests in a corporation are divided. See Tennessee Code 48-11-201
  • signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. See Tennessee Code 1-3-105
  • 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
  • United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Tennessee Code 48-11-201
  • written: means any information in the form of a document. See Tennessee Code 48-11-201
(b)Known Claims Against Dissolved LLC – Notice of Dissolution.

(1) An LLC may dispose of the known claims against it by following the procedure described in this subsection (b).
(2) The dissolved LLC shall notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice must:

(A) Describe information that must be included in a claim;
(B) State whether the claim is admitted, or not admitted, and if admitted:

(i) The amount that is admitted, which may be as of a given date; and
(ii) Any interest obligation if fixed by an instrument of indebtedness;
(C) Provide a mailing address where a claim may be sent;
(D) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved LLC must receive the claim; and
(E) State that, except to the extent that any claim is admitted, the claim will be barred if written notice of the claim is not received by the deadline.
(3) A claim against the dissolved LLC is barred to the extent that it is not admitted:

(A) If the dissolved LLC delivered written notice to the claimant in accordance with subdivision (b)(2) and the claimant does not deliver a written notice of the claim to the dissolved LLC by the deadline; or
(B) If the dissolved LLC delivered written notice to the claimant that the claimant’s claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice.
(4) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
(5) For purposes of this section, written notice is effective at the earliest of the following:

(A) When received;
(B) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon;
(C) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
(D) Twenty (20) days after deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed.
(c)Unknown Claims Against Dissolved LLC – Notice – Limitations.

(1) A dissolved LLC may also publish notice of its dissolution and request that persons with claims against the LLC present them in accordance with the notice.
(2) The notice must:

(A) Be published one (1) time in a newspaper of general circulation in the county where the dissolved LLC’s principal executive office is or was last located;
(B) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(C) State that a claim against the LLC will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.
(3) If the dissolved LLC publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved LLC within two (2) years after the publication date of the newspaper notice:

(A) A claimant who did not receive written notice under subsection (b);
(B) A claimant whose claim was timely sent to the dissolved LLC but not acted on; or
(C) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(4) A claim may be enforced under this subsection (c):

(A) Against the dissolved LLC, to the extent of its undistributed assets; or
(B) If the assets have been distributed in liquidation, against a member of the dissolved LLC to the extent of the member’s pro rata share of the claim or the LLC assets distributed to the member in liquidation, whichever is less, but a member’s total liability for all claims under this subsection (c) may not exceed the total amount of assets distributed to the member.
(d)If Notice is Not Given. If the dissolved LLC does not comply with subsections (b) and (c), then claimants against the LLC may enforce their claims:

(1) Against the dissolved LLC to the extent of its undistributed assets; or
(2) If the assets have been distributed in liquidation, against a member of the dissolved LLC to the extent of the member’s pro rata share of the claim or the LLC assets distributed to the member in liquidation, whichever is less, but a member’s total liability for all claims under this section may not exceed the total amount of assets distributed to the member; provided, that a claim may not be enforced against a member of a dissolved LLC who received a distribution in liquidation after three (3) years from the date of the filing of articles of termination.
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