reglab/housing_qa huggingface dataset:
TN Code § 48-245-303 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 3 - Administrative Dissolution|§ 48-245-303. Reinstatement Following Administrative Dissolution

  An LLC administratively dissolved under § 48-245-302 may apply to the secretary of state for reinstatement following administrative dissolution. The application must:  Be accompanied by a confirmation of good standing relative to such LLC;   Recite the name of the LLC at its date of administrative dissolution;   State that the ground or grounds for dissolution either did not exist or have been eliminated; and   State an LLC name that satisfies the requirements of § 48-207-101;      If the secretary of state determines that the application is accompanied by the confirmation of good standing and contains the information required by subsection (a), and that such information is correct, then the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the LLC in accordance with § 48-208-104.   If the LLC name in subdivision (a)(4) is different than the LLC name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the articles insofar as it pertains to the LLC's name.     When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the LLC resumes carrying on its business as if the administrative dissolution had never occurred.
TN Code § 48-245-304 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 3 - Administrative Dissolution|§ 48-245-304. Appeal From Denial of Reinstatement

  If the secretary of state denies an LLC's application for reinstatement following administrative dissolution, the secretary of state shall serve the LLC in accordance with §§ 48-208-104 and 48-208-105 with a written notice that explains the reason or reasons for denial.   The LLC may appeal the denial of reinstatement to the chancery court of Davidson County within thirty (30) days after service of the notice of denial. The LLC appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the LLC's application for reinstatement, and the secretary of state's notice of denial.   The court may summarily order the secretary of state to reinstate the dissolved LLC or may take other action the court considers appropriate.   The court's final decision may be appealed as in other civil proceedings.
TN Code § 48-245-305 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 3 - Administrative Dissolution|§ 48-245-305. Articles of Termination Following Administrative Dissolution

  When an LLC, which has been administratively dissolved, wishes to terminate its existence, it may do so without first being reinstated by delivering to the secretary of state for filing articles of termination following administrative dissolution setting forth:  The name of the LLC;   The date that termination of LLC existence was authorized;   That the resolution authorizing termination was duly adopted by the members;   A copy of the resolution or the written consent authorizing the termination; and   That all the assets of the LLC have been distributed to its creditors and members.      The secretary of state shall file the articles of termination following administrative dissolution if the secretary of state finds that the articles:  Comply with subsection (a); and   Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.     Upon such filing, the existence of the LLC shall cease, except that the termination of LLC existence shall not take away or impair any remedy to or against the LLC or its members, governors, or managers for any right or claim existing or any liability incurred prior to such termination. Any such action or proceeding by or against the LLC may be prosecuted or defended by the LLC in its LLC name. The members, governors, or managers shall have the power to take such LLC or other action as may be appropriate to protect such remedy, right, or claim.
TN Code § 48-245-306 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 3 - Administrative Dissolution|§ 48-245-306. Reinstatement Within Certain Amount of Time — Amendment of Articles of Organization— Application for Reinstatement

 A LLC that has been administratively dissolved by the expiration of its period of duration may reinstate within one (1) year of the expiration of the period of duration by:   Amending its articles of organization to extend its period of duration or set the period of duration to perpetual; and   Filing an application for reinstatement following administrative dissolution pursuant to § 48-245-303.
TN Code § 48-245-401 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 4 - Notice of Dissolution|§ 48-245-401. Filing Notice of Dissolution and Effect

  Contents.  If dissolution of the LLC is approved pursuant to § 48-245-202(a), or it occurs under § 48-245-101(a)(5), the LLC shall file with the secretary of state a notice of dissolution, unless the existence and business of the LLC is continued pursuant to § 48-245-101(b). The notice must contain:  The name of the LLC; and    If the dissolution is approved pursuant to § 48-245-202(b), the date of the meeting at which the resolution was approved, and a statement that the requisite vote of the members was received, or that members validly took action without a meeting; or   If the dissolution occurs under § 48-245-101(a)(5), by the termination of a membership interest of a member, a statement that the continued membership of a member has terminated, and the date of that termination.       Winding Up.  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 of the business of the LLC. The members shall retain the right to revoke the dissolution in accordance with § 48-245-601 and the right to remove or appoint governors or managers. The LLC's existence continues 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.   Certain Mergers Permitted During Winding Up.  As part of winding up, the LLC may participate in a merger with another LLC or one (1) or more foreign or domestic business entities under chapter 244 of this title, but the dissolved LLC shall not be the surviving business entity.   Remedies Continued.  The filing with the secretary of state of a notice of dissolution does not affect any remedy in favor of the LLC or any remedy against it or its members, governors, or managers in those capacities, except as provided in § 48-245-502.
TN Code § 48-245-501 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 5 - Procedure in Winding Up|§ 48-245-501. Procedure in Winding Up

  Procedures to Be Followed Where Winding Up Accomplished by Merger.  If the business of the LLC is wound up and terminated by merging the dissolved LLC into a surviving business entity:  The procedures stated in §§ 48-244-101 — 48-244-104 must be followed; and   Sections 48-245-502, 48-245-503 and 48-245-1101 do not apply.     Procedures to Be Followed Otherwise.  If the business of the LLC is to be wound up and terminated other than by merging the dissolved LLC into a surviving business entity, the procedures stated in subsections (c)-(e) must be followed.   Collection and Payment.  When a notice of dissolution has been filed with the secretary of state, the board of governors of a board-managed LLC, the members of a member-managed LLC, or the managers acting under the direction of the members or board of governors (as applicable), shall proceed as soon as possible to:  Collect or make provision for the collection of all known debts due or owing to the LLC, including unperformed contribution agreements; and   Except as provided in § 48-245-502, pay or make provision for the payment of all known debts, obligations, and liabilities of the LLC according to their priorities under § 48-245-1101.     Transfer of Assets.  Notwithstanding § 48-244-201, when a notice of dissolution has been filed with the secretary of state, the governors of a board-managed LLC may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of a dissolved LLC without a vote of the members.   Distribution to Members.  All tangible or intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the LLC must be distributed to the members in accordance with § 48-236-103 and § 48-245-1101.
TN Code § 48-245-503 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 5 - Procedure in Winding Up|§ 48-245-503. Articles of Termination

  The articles of termination shall be filed with the secretary of state upon the dissolution and the completion of winding up of the LLC.   Articles of termination shall set forth:  The name of the LLC;   The date of filing of its articles of organization;   The reason for the filing of the articles of termination;   Whether known and potential creditors and claimants have been notified of the dissolution under § 48-245-502; and   Any other information which the person filing the articles of termination determines necessary or desirable to include.     The secretary of state shall file the articles of termination if the secretary of state finds that the articles of termination:  Comply with subsection (b); and   Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
TN Code § 48-245-601 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 6 - Revocation of Dissolution|§ 48-245-601. Revocation of Dissolution

  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).   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.   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:  The name of the LLC;   The effective date of the dissolution that was revoked;   The date that the revocation of dissolution was authorized;   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   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.     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).
TN Code § 48-245-701 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 7 - Effective Date of Termination and Certificate|§ 48-245-701. Effective Date of Articles of Termination

 When the articles of termination have been filed with the secretary of state, the existence of the LLC is terminated.
TN Code § 48-245-801 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 8 - Supervised Winding Up and Termination|§ 48-245-801. Supervised Winding Up and Termination Following a Nonjudicial Dissolution

 After an event of dissolution has occurred and before a certificate of termination has been issued, the LLC or, for good cause shown, a member or creditor may apply to a court within the county in which the registered office of the LLC is situated to have the dissolution conducted or continued under the supervision of the court as provided in part 9 of this chapter.
TN Code § 48-245-901 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 9 - Judicial Intervention|§ 48-245-901. Judicial Intervention and Dissolution

 A court may grant any equitable relief it considers just and reasonable in the circumstances or may dissolve an LLC and/or direct that the dissolved entity be merged into another or new LLC or other entity on the terms and conditions the court deems equitable.
TN Code § 48-245-902 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 9 - Judicial Intervention|§ 48-245-902. Judicial Dissolution

  On application by the attorney general and reporter or by or for a member, the court may decree dissolution, winding up and termination of an LLC whenever it is not reasonably practicable to carry on the business in conformity with the articles and/or the operating agreement.   The dissolution is effective upon the decree of dissolution becoming final and nonappealable. Such decree shall be filed with the office of the secretary of state and shall serve as a notice of dissolution.   The termination is effective upon a decree of termination becoming final and nonappealable. Such decree shall be filed with the office of the secretary of state and shall serve and have the same effect as articles of termination.
TN Code § 48-245-903 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 9 - Judicial Intervention|§ 48-245-903. Procedure for Judicial Dissolution

  Venue.  Venue for a proceeding by the attorney general and reporter to dissolve an LLC lies in Davidson County. Venue for a proceeding brought by any other party lies in the county where the LLC's principal executive office is or was last located.   Parties.  It is not necessary to make members parties to a proceeding to dissolve an LLC unless relief is sought against them individually.   Injunctions.  A court in a proceeding brought to dissolve an LLC may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the LLC's assets wherever located, and carry on the business of the LLC until a full hearing can be held.   Bond and Expenses.  In a proceeding for dissolution by a member, the petitioner shall execute and file in the proceeding a bond, with sufficient surety, to cover the defendant's probable costs, including reasonable attorney fees, in defending the petition. The court shall determine the amount of the bond and may award to any party its reasonable costs, including attorney fees, if it finds for such party in the proceeding.
TN Code § 48-245-904 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 9 - Judicial Intervention|§ 48-245-904. Receivership or Custodianship

  A court having equity jurisdiction in a judicial proceeding brought to dissolve an LLC may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage the business and affairs of the LLC. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the LLC and all of its property wherever located.   The court may appoint an individual or a domestic or foreign business entity (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.   The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:  The receiver may:  Dispose of all or any part of the assets of the LLC wherever located, at a public or private sale, if authorized by the court; and   Sue and defend in the receiver's own name as receiver of the LLC in all courts of this state;     The custodian may exercise all of the powers of the LLC, through or in place of its board of governors or managers, to the extent necessary to manage the affairs of the LLC in the best interests of its shareholders and creditors.     The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the LLC and its members and creditors.   The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the LLC or proceeds from the sale of the assets.
TN Code § 48-245-1101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 11 - Disposition Upon Liquidation|§ 48-245-1101. Disposition Upon Liquidation

   Distribution of assets in winding up.  Upon the winding up of an LLC, the assets shall be distributed as follows:  To creditors, including members who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the LLC (whether by payment or the making of reasonable provisions for payment thereof) other than:   Liabilities for which reasonable provision for payment has been made; and   Liabilities for distributions to members under § 48-236-102;     Unless otherwise provided in the articles or operating agreement, to members and former members in satisfaction of liabilities for distributions under § 48-236-102; and   Unless otherwise provided in the articles or operating agreement, to members, first, for the return of their contributions including any restated value thereof under § 48-235-102(b), and, second, respecting their membership interests, in the proportions in which the members share in distributions.     Any distributions in any form other than cash shall be in accordance with § 48-236-103.     Insufficient assets to pay creditors.   An LLC which has dissolved shall pay or make reasonable operating provision to pay all claims and obligations, including all contingent, conditional or unmatured claims and obligations, known to the LLC and all claims and obligations which are known to the LLC but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in articles or operating agreement, any remaining assets shall be distributed as provided in Chapters 201 248 of this title. Any liquidating trustee winding up an LLC's affairs who has complied with this section shall not be personally liable to the claimants of the dissolved LLC by reason of such person's actions in winding up the LLC.   Obligations incurred during proceedings.   All known contractual debts, obligations, and liabilities incurred in the course of winding up and terminating the LLC's affairs must be paid or provided for by the LLC before the distribution of assets to a member. A person to whom this kind of debt, obligation, or liability is owed but not paid may pursue any remedy before the expiration of the applicable statute of limitations against the managers and governors of the LLC who are responsible for, but who fail to cause, the LLC to pay or make provision for payment of the debts, obligations, and liabilities or against members to the extent permitted under § 48-237-101. This subsection (c) does not apply to dissolution and/or termination under the supervision or order of a court.
TN Code § 48-245-1102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 11 - Disposition Upon Liquidation|§ 48-245-1102. Omitted Assets

 Title to assets remaining after payment of all debts, obligations, or liabilities and after distributions to members may be transferred by a court in this state.
TN Code § 48-245-1201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 12 - Right to Sue|§ 48-245-1201. Right to Sue or Defend After Termination

 After an LLC has been terminated, any of its former managers, governors, or members may assert or defend, in the name of the LLC, any claim by or against the LLC.
TN Code § 48-246-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 246 - Foreign Limited Liability Companies|Part 1 - General|§ 48-246-101. Governing Law

 Subject to the Constitution of Tennessee:   The laws of the jurisdiction under which a foreign LLC is formed or organized govern its formation or organization and internal affairs and the liability of its members and representatives, regardless of whether the foreign LLC procured or should have procured a certificate of authority under this chapter; and   Except as provided in § 48-248-501, a foreign LLC may not be denied a certificate of authority to transact business in this state by reason of any difference between the laws of the jurisdiction of its organization and the laws of this state.