reglab/housing_qa huggingface dataset:
TN Code § 48-64-107 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 64 - Dissolution|Part 1 - Voluntary Dissolution|§ 48-64-107. Known Claims Against Dissolved Corporation

  A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.   The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:  Describe information that must be included in a claim;   State whether the claim is admitted, or not admitted, and if admitted:  The amount that is admitted, which may be as of a given date; and   Any interest obligation if fixed by an instrument of indebtedness;     Provide a mailing address where a claim may be sent;   State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved corporation must receive the claim; and   State that, except to the extent that any claim is admitted, the claim will be barred if written confirmation of the claim is not received by the deadline.     A claim against the dissolved corporation is barred to the extent that it is not admitted:  If the dissolved corporation delivered written notice to the claimant in accordance with subsection (b) and the dissolved corporation does not receive a written notice of the claim by the deadline set out in subdivision (b)(4); or   If the dissolved corporation 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.     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.
TN Code § 48-64-108 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 64 - Dissolution|Part 1 - Voluntary Dissolution|§ 48-64-108. Unknown Claims Against Dissolved Corporation

  A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.   The notice must:  Be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this state, its registered office) is or was last located;   Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and   State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.     If the dissolved corporation 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 corporation within two (2) years after the publication date of the newspaper notice:  A claimant who did not receive written notice under § 48-64-107;   A claimant whose claim was timely sent to the dissolved corporation but not acted on; and   A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.     A claim may be enforced under this section:  Against the dissolved corporation, to the extent of its undistributed assets; or   If the assets have been distributed in liquidation, against any person other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to the distributee in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.
TN Code § 48-64-109 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 64 - Dissolution|Part 1 - Voluntary Dissolution|§ 48-64-109. Articles of Termination of Corporate Existence

  When a corporation has distributed all its assets to its creditors and other parties authorized by Chapters 51 68 of this title and voluntary dissolution proceedings have not been revoked, it shall deliver to the secretary of state for filing articles of termination of corporate existence. The articles shall set forth:  The name of the corporation;   That all the assets of the corporation have been distributed to its creditors and other parties authorized by Chapters 51 68 of this title; and   That the dissolution of the corporation has not been revoked.     If the secretary of state finds that the articles of termination of corporate existence comply with the requirements of subsection (a), and if the articles are accompanied by a tax clearance for termination or withdrawal relative to such corporation, then the secretary of state shall file the articles of dissolution and termination of corporate existence. Upon such filing, the existence of the corporation shall cease. Unless a claim is barred pursuant to § 48-64-107 or § 48-64-108, the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers, or members, for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors, and officers have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim.
TN Code § 48-64-110 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 64 - Dissolution|Part 1 - Voluntary Dissolution|§ 48-64-110. Directors to Cause Dissolved Corporation to Discharge or Make Reasonable Provision for Payment of Claims and Distributions of Assets Thereafter — Liability for Breach

  Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets after payment or provision for claims.   Directors of a dissolved corporation that has disposed of claims under § 48-64-107 or § 48-64-108 shall not be liable for breach of § 48-64-110(a) with respect to claims against the dissolved corporation that are barred or satisfied under § 48-64-107 or § 48-64-108.
TN Code § 48-64-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 64 - Dissolution|Part 2 - Administrative Dissolution|§ 48-64-201. Grounds for Administrative Dissolution

 The secretary of state may commence a proceeding under § 48-64-202 to administratively dissolve a corporation if the:   Corporation does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due;   Corporation is without a registered agent or registered office in this state for two (2) months or more;   Name of a corporation contained in a document filed after the enactment of Chapters 51 68 of this title fails to comply with § 48-54-101;   Corporation does not notify the secretary of state within two (2) months that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;   Corporation's period of duration, if any, stated in its charter expires; or   Corporation submits to the secretary of state's office a check, bank draft, money order or other such instrument, for payment of any fee and it is dishonored upon presentation for payment.
TN Code § 48-64-202 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 64 - Dissolution|Part 2 - Administrative Dissolution|§ 48-64-202. Procedure for and Effect of Administrative Dissolution

  If the secretary of state determines that one (1) or more grounds exist under § 48-64-201 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of the secretary of state's determination under §§ 48-55-104 and 48-55-105, except that such determination may be sent by first class mail, and in the case of a public benefit corporation, shall notify the attorney general and reporter in writing.   If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the notice is perfected under §§ 48-55-104 and 48-55-105, the secretary of state shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under §§ 48-55-104 and 48-55-105, except that the certificate may be sent by first class mail.   A corporation administratively dissolved continues its corporate existence but may not carry on any activities except that necessary to wind up and liquidate its assets and affairs under § 48-64-106 and notify claimants under §§ 48-64-107 and 48-64-108.   The administrative dissolution of a corporation does not terminate the authority of its registered agent.
TN Code § 48-64-203 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 64 - Dissolution|Part 2 - Administrative Dissolution|§ 48-64-203. Reinstatement Following Administrative Dissolution

  A corporation administratively dissolved under § 48-64-202 may apply to the secretary of state for reinstatement. The application must:  Contain a confirmation of good standing relative to such foreign corporation;   Recite the name of the corporation at its date of dissolution;   State that the ground or grounds for dissolution either did not exist or have been eliminated; and   State a corporate name that satisfies the requirements of § 48-54-101.      If the secretary of state determines that the application contains the confirmation of good standing and 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 corporation under §§ 48-55-104 and 48-55-105.   If the corporate name in subdivision (a)(4) is different than the corporate name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the charter insofar as it pertains to the corporate name.     When the reinstatement hereunder or under § 48-64-204 is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the corporation resumes carrying on its activities as if the administrative dissolution had never occurred.
TN Code § 48-64-204 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 64 - Dissolution|Part 2 - Administrative Dissolution|§ 48-64-204. Appeal From Denial of Reinstatement

  If the secretary of state denies a corporation's application for reinstatement following administrative dissolution, the secretary of state shall serve the corporation under §§ 48-55-104 and 48-55-105 with a written notice that explains the reason or reasons for denial.   The corporation may appeal the denial of reinstatement to the chancery court of Davidson County within thirty (30) days after service of the notice of denial is perfected. The corporation 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 corporation'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 corporation or may take other action the court considers appropriate.   The court's final decision may be appealed as in other civil proceedings.
TN Code § 48-64-205 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 64 - Dissolution|Part 2 - Administrative Dissolution|§ 48-64-205. Articles of Termination Following Administrative Dissolution or Revocation

  When a corporation, which has been administratively dissolved or has had its charter revoked, wishes to terminate its corporate existence, it may do so without first being reinstated by delivering to the secretary of state for filing articles of termination following administrative dissolution or revocation setting forth:  The name of the corporation;   The date that termination of corporate existence was authorized;   A statement that the resolution authorizing termination was duly adopted by the members or that approval by the members was not required, and that the resolution authorizing termination was adopted by a majority of the board of directors;   A copy of the resolution or the written consent authorizing the termination;   If approval of dissolution by some third person or persons other than the members, directors, or incorporators was required, a statement that such approval was obtained;   If the corporation is a public benefit corporation, a statement that notice to the attorney general and reporter required by § 48-64-103(a) has been given; and   A statement that all the assets of the corporation have been distributed to its creditors and other parties authorized by Chapters 51 68 of this title.     If the secretary of state finds that the articles of termination following administrative dissolution or revocation comply with the requirements of subsection (a), and if the articles are accompanied by a tax clearance for termination or withdrawal, then the secretary of state shall file the articles of termination following administrative dissolution or revocation. Upon such filing, the existence of the corporation shall cease. Unless a claim is barred pursuant to § 48-64-107 or § 48-64-108, the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or members, for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors, and officers have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim.
TN Code § 48-64-206 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 64 - Dissolution|Part 2 - Administrative Dissolution|§ 48-64-206. Reinstatement Within Certain Amount of Time — Amendment of Charter — Application for Reinstatement

 A nonprofit corporation 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 charter 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 § 48-64-203.
TN Code § 48-64-301 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 64 - Dissolution|Part 3 - Judicial Dissolution|§ 48-64-301. Grounds for Judicial Dissolution

  Any court of record with proper venue in accordance with § 48-64-302(a) may dissolve a corporation:  In a proceeding by the attorney general and reporter if it is established that the corporation:  Obtained its charter through fraud;   Has exceeded or abused the authority conferred upon it by law;   Has violated any provision of law resulting in the forfeiture of its charter;   Has carried on, conducted, or transacted its business or affairs in a persistently fraudulent or illegal manner;   Is a public benefit corporation and the corporate assets are being misapplied or wasted; or   Is a public benefit corporation and is no longer able to carry out its purposes;  provided, that the enumeration of these grounds for dissolution shall not exclude actions or special proceedings by the attorney general and reporter or other state officials for the dissolution of a corporation for other causes as provided in this chapter or in any other statute of this state;      In a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or any person specified in this chapter, if it is established that:  The directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be generally conducted because of the deadlock;   The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;   The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors;   The corporate assets are being misapplied or wasted; or   The corporation is a public benefit corporation and is no longer able to carry out its purposes;     In a proceeding by a creditor if it is established that:  The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or   The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; and     In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.     With respect to actions based on subdivision (a)(2), (a)(3) or (a)(4), prior to dissolving a corporation, the court shall consider whether:  There are reasonable alternatives to dissolution;   Dissolution is in the public interest, if the corporation is a public benefit corporation; and   Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.
TN Code § 48-64-302 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 64 - Dissolution|Part 3 - Judicial Dissolution|§ 48-64-302. Procedure for Judicial Dissolution

  Venue for a proceeding by the attorney general and reporter to dissolve a corporation lies in Davidson County. Venue for a proceeding brought by any other party named in § 48-64-301 lies in the county where a corporation's principal office (or, if none in this state, its registered office) is or was last located.   It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.   A court in a proceeding brought to dissolve a corporation 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 corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.   A person other than the attorney general and reporter who brings an involuntary dissolution proceeding for a public benefit corporation shall forthwith give written notice of the proceeding to the attorney general and reporter who may intervene.
TN Code § 48-64-303 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 64 - Dissolution|Part 3 - Judicial Dissolution|§ 48-64-303. Receivership or Custodianship

  A court of record having equity jurisdiction in a judicial proceeding brought to dissolve a corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage, the affairs of the corporation. 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 corporation and all of its property wherever located.   The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this state), whether a nonprofit corporation or a corporation for-profit, 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 corporation 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 corporation in all courts of this state; and     The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members 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 corporation, 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 corporation or proceeds from the sale of the assets.
TN Code § 48-64-304 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 64 - Dissolution|Part 3 - Judicial Dissolution|§ 48-64-304. Decree of Dissolution

  If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in § 48-64-301 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it.   After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's assets and affairs in accordance with § 48-64-105 and the notification of claimants in accordance with §§ 48-64-106 and 48-64-107.