(a)Generally. In the case of dissolution by the members as provided in § 48-245-101(a)(2), an LLC may revoke its dissolution at any time prior to the filing of the articles of termination with the secretary of state, except as provided in subsection (d).
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Terms Used In Tennessee Code 48-245-601

  • board of governors: means the board of governors of an LLC electing to be board-managed or, in the case of a foreign limited liability company, its equivalent. See Tennessee Code 48-202-101
  • Board-managed: means an LLC organized pursuant to this title that elected pursuant to §. See Tennessee Code 48-202-101
  • 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
  • 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
  • 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
  • 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
  • written: means any information in the form of a document. See Tennessee Code 48-11-201
(b)Approval. Revocation of dissolution shall be authorized by the same vote of the members required to approve the dissolution, unless the authorization for dissolution permitted revocation by action by the board of governors alone, in which event the board of governors may revoke the dissolution without member action.
(c)Articles of Revocation of Dissolution. After the revocation of dissolution is authorized, the LLC may revoke the dissolution by delivering to the office of the secretary of state for filing articles of revocation of dissolution that set forth:

(1) The name of the LLC;
(2) The effective date of the dissolution that was revoked;
(3) The date that the revocation of dissolution was authorized;
(4) If the LLC’s governors of a board-managed LLC revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of governors alone pursuant to that authorization; and
(5) If member action was required to revoke the dissolution, a statement that the resolution was duly adopted by the members and a copy of the resolution or the written consent authorizing the revocation of dissolution.
(d)Restrictions on Revocation. If a dissolved LLC is being wound up and terminated by being merged into a successor organization under § 48-245-501(a), and the plan of merger has been approved under § 48-244-102(a), then the dissolution may be revoked under this section only after the plan of merger has been properly abandoned under § 48-244-101(b).
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