reglab/housing_qa huggingface dataset:
TN Code § 48-24-106 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 24 - Dissolution|Part 1 - Voluntary Dissolution|§ 48-24-106. 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 notice 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 claimant does not deliver a written notice of the claim to the dissolved corporation by the deadline; 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 § 48-24-107 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 24 - Dissolution|Part 1 - Voluntary Dissolution|§ 48-24-107. 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 § 48-24-106;   A claimant whose claim was timely sent to the dissolved corporation but not acted on; or   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 a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder.
TN Code § 48-24-108 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 24 - Dissolution|Part 1 - Voluntary Dissolution|§ 48-24-108. Articles of Termination of Corporate Existence

  When a corporation has distributed all its assets to its creditors and shareholders 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 shareholders; 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 are accompanied by a tax clearance for termination or withdrawal relative to such corporation, then the secretary of state shall file the articles of termination of corporate existence. Upon such filing, the existence of the corporation shall cease, except that the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or shareholders, 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 shareholders, 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 § 48-24-109 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 24 - Dissolution|Part 1 - Voluntary Dissolution|§ 48-24-109. Discharge or Reasonable Provision to Be Made for Payment of Claims — Liability of Directors

  Directors shall cause a dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment or provision for claims.   Directors of a dissolved corporation that has disposed of claims under § 48-24-106 or § 48-24-107 shall not be liable for breach of subsection (a) with respect to claims against the dissolved corporation that are barred or satisfied under § 48-24-106 or § 48-24-107.
TN Code § 48-24-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 24 - Dissolution|Part 2 - Administrative Dissolution|§ 48-24-201. Grounds for Administrative Dissolution

 The secretary of state may commence a proceeding under § 48-24-202 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 January 1, 1988, fails to comply with § 48-14-101;   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 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 § 48-24-202 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 24 - Dissolution|Part 2 - Administrative Dissolution|§ 48-24-202. Procedure for and Effect of Administrative Dissolution

  If the secretary of state determines that one (1) or more grounds exist under § 48-24-201 for dissolving a corporation, the secretary of state shall serve the corporation with notice of the secretary of state's determination under §§ 48-15-104 and 48-15-105, except that such determination may be sent by first class mail.   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 communication is perfected under §§ 48-15-104 and 48-15-105, 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 §§ 48-15-104 and 48-15-105, 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 business except that necessary to wind up and liquidate its business and affairs under § 48-24-105 and notify claimants under §§ 48-24-106 and 48-24-107.   The administrative dissolution of a corporation does not terminate the authority of its registered agent.   Nothing herein shall be deemed to repeal or modify § 67-4-2116 or any other provisions of law relating to the revocation of the charter of a corporation for failure to comply with the provisions thereof.
TN Code § 48-24-203 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 24 - Dissolution|Part 2 - Administrative Dissolution|§ 48-24-203. Reinstatement Following Administrative Dissolution

  A corporation administratively dissolved under § 48-24-202 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 § 48-14-101.      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 § 48-15-104.   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 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 business as if the administrative dissolution had never occurred.
TN Code § 48-24-204 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 24 - Dissolution|Part 2 - Administrative Dissolution|§ 48-24-204. 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 §§ 48-15-104 and 48-15-105 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 § 48-24-205 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 24 - Dissolution|Part 2 - Administrative Dissolution|§ 48-24-205. 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;   That the resolution authorizing termination was duly adopted by the shareholders;   A copy of the resolution or the written consent authorizing the termination; and   That all the assets of the corporation have been distributed to its creditors and shareholders.     If the secretary of state finds that the articles of termination following administrative dissolution or revocation comply with the requirements of subsection (a) and are accompanied by a tax clearance for termination or withdrawal relative to the corporation, then the secretary of state shall file the articles of termination of corporate existence following administrative dissolution or revocation. Upon such filing, the existence of the corporation shall cease, except that the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or shareholders, 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 shareholders, 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 § 48-24-206 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 24 - Dissolution|Part 2 - Administrative Dissolution|§ 48-24-206. Reinstatement Within Certain Amount of Time — Amendment of Charter — Application for Reinstatement

 A 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 § 48-24-203.
TN Code § 48-24-301 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 24 - Dissolution|Part 3 - Judicial Dissolution|§ 48-24-301. Grounds for Judicial Dissolution

 Any court of record with proper venue in accordance with § 48-24-302 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; or   Has carried on, conducted, or transacted its business or affairs in a persistently fraudulent or illegal manner;  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 a shareholder if it is established that:  The directors are deadlocked in the management of the corporate affairs, the shareholders 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 conducted to the advantage of the shareholders generally, 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 shareholders are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect directors; or   The corporate assets are being misapplied or wasted;     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; or     In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
TN Code § 48-24-302 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 24 - Dissolution|Part 3 - Judicial Dissolution|§ 48-24-302. 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 § 48-24-301 lies in the county where the corporation's principal office (or, if none in this state, its registered office) is or was last located.   It is not necessary to make shareholders 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.   In a proceeding for dissolution under § 48-24-301(2), 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 a proceeding brought under § 48-24-301.
TN Code § 48-24-303 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 24 - Dissolution|Part 3 - Judicial Dissolution|§ 48-24-303. 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 business and 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) 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;     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 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 corporation and its shareholders 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 § 48-24-304 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 24 - Dissolution|Part 3 - Judicial Dissolution|§ 48-24-304. Decree of Dissolution

  If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in § 48-24-301 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 business and affairs in accordance with § 48-24-105 and the notification of claimants in accordance with §§ 48-24-106 and 48-24-107.
TN Code § 48-25-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 25 - Foreign Corporations|Part 1 - Certificate of Authority|§ 48-25-101. Authority to Transact Business Required

  A foreign corporation, except a foreign insurance corporation subject to title 56, may not transact business in this state until it obtains a certificate of authority from the secretary of state.   The following activities, among others, do not constitute transacting business within the meaning of subsection (a):  Maintaining, defending, or settling any proceeding, claim, or dispute;   Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;   Maintaining bank accounts;   Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or appointing and maintaining trustees or depositories with respect to those securities;   Selling through independent contractors;   Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;   Creating or acquiring indebtedness, deeds of trusts, mortgages, and security interests in real or personal property;   Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts;   Owning, without more, real or personal property; provided, that for a reasonable time the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust shall also not be considered transacting business if the owner is attempting to liquidate the owner's investment and if no office or other agency therefor, other than an independent agency, is maintained in this state;   Conducting an isolated transaction that is completed within one (1) month and that is not one in the course of repeated transactions of a like nature; or   Transacting business in interstate commerce.     The list of activities in subsection (b) is not exhaustive, and is applicable solely to determine whether a foreign corporation must procure a certificate of authority and for no other purpose.