reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 61 - MERGER (§§ 48-61-101 — 48-61-124) › Section 48-61-113 - Entity conversion of domestic nonprofit corporation to foreign unincorporated entity - Articles of charter surrender

(a)
Whenever a domestic nonprofit corporation has adopted and approved, in the manner required by this chapter, a plan of entity conversion providing for the corporation to be converted to a foreign unincorporated entity, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:
(1)
The name of the corporation;
(2)
A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign unincorporated entity;
(3)
A statement that the conversion was duly approved by the members or the board of directors or otherwise in the manner required by this chapter and the charter;
(4)
The jurisdiction under the laws of which the survivor will be organized; and
(5)
If the survivor will be a nonfiling entity, the address of its executive office immediately after the conversion.
(b)
The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing together with the required filing fee. The articles of charter surrender shall take effect on the effective time provided in §
48-51-304
.
Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 61 - MERGER (§§ 48-61-101 — 48-61-124) › Section 48-61-115 - Abandonment of plan of entity conversion - Filing of statement of abandonment

(a)
Unless otherwise provided in a plan of entity conversion of a domestic nonprofit corporation, after the plan has been adopted and approved as required by §
48-61-111
, and at any time before the entity conversion has become effective, it may be abandoned by the board of directors without action by the members.
(b)
If an entity conversion is abandoned after articles of entity conversion or articles of charter surrender have been filed with the secretary of state but before the entity conversion has become effective, a statement that the entity conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing, together with the required filing fee, prior to the effective date of the entity conversion. Upon filing, the statement shall take effect and the entity conversion shall be deemed abandoned and shall not become effective.
Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 61 - MERGER (§§ 48-61-101 — 48-61-124) › Section 48-61-116 - Plan of for-profit conversion - Contents of plan

(a)
Subject to the limitations on public benefit corporations in §
48-61-122
, a domestic nonprofit corporation may become a domestic business corporation pursuant to a plan of for-profit conversion.
(b)
Subject to the limitations on public benefit corporations in §
48-61-122
, a domestic nonprofit corporation may become a foreign business corporation if the for-profit conversion is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of for-profit conversion, the foreign for-profit conversion shall be approved by the adoption by the domestic nonprofit corporation of a plan of for-profit conversion in the manner provided in this section.
(c)
The plan of for-profit conversion must include:
(1)
The terms and conditions of the conversion;
(2)
The manner and basis of:
(A)
Issuing at least one (1) share in the corporation following its conversion, and
(B)
Reclassifying the memberships of the corporation following its conversion into shares, if any, or securities, obligations, rights to acquire shares or securities, cash, other property, or any combination of the foregoing;
(3)
Any desired amendments to or restatements of the charter or organic documents of the corporation following its conversion; and
(4)
If the domestic nonprofit corporation is to be converted to a foreign for-profit corporation, a statement of the jurisdiction in which the corporation will be incorporated after the conversion.
(d)
The plan of for-profit conversion may also include a provision that the plan may be amended prior to filing articles of for-profit conversion, except that subsequent to approval of the plan by the members the plan may not be amended to change:
(1)
The amount or kind of shares or securities, obligations, rights to acquire shares or securities, cash, or other property to be received by the members under the plan;
(2)
The charter as it will be in effect immediately following the conversion, except for changes permitted by §
48-60-102
; or
(3)
Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect.
(e)
Terms of a plan of for-profit conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with §
48-51-301
.
(f)
If any debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or executed by a domestic nonprofit corporation before January 1, 2015, contains a provision applying to a merger of the corporation and the document does not refer to a for-profit conversion of the corporation, the provision shall be deemed to apply to a for-profit conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2015.
Added by 2014 Tenn. Acts, ch. 899, s 72, eff. 1/1/2015.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 61 - MERGER (§§ 48-61-101 — 48-61-124) › Section 48-61-117 - Approval of conversion of a domestic nonprofit corporation to a domestic or foreign for-profit corporation

In the case of a conversion of a domestic nonprofit corporation to a domestic or foreign for-profit corporation:
(1)
The plan of for-profit conversion must be adopted by the board of directors;
(2)
After adopting the plan of nonprofit conversion, the board of directors must submit the plan to the members for their approval if there are members entitled to vote on the plan. The board of directors must also transmit to the members a recommendation that the members approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the members the basis for that determination;
(3)
The board of directors may condition its submission of the plan of for-profit conversion to the members on any basis;
(4)
If the approval of the members is to be given at a meeting, the corporation must notify each member of the meeting of members at which the plan of for-profit conversion is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the charter as it will be in effect immediately after the for-profit conversion and full text copy of the bylaws and other organic documents as they will be in effect immediately after the for-profit conversion;
(5)
Unless chapters 51-68 of this title, the charter, or the board of directors acting pursuant to subdivision (3) requires a greater vote or a vote by voting groups, the plan of for-profit conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group; and
(6)
If any provision of the charter, bylaws, or an agreement to which any of the directors or members are parties, adopted or entered into before January 1, 2015, applies to a merger of the corporation and the document does not refer to a for-profit conversion of the corporation, the provision shall be deemed to apply to a for-profit conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2015.
Added by 2014 Tenn. Acts, ch. 899, s 72, eff. 1/1/2015.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 61 - MERGER (§§ 48-61-101 — 48-61-124) › Section 48-61-118 - Articles of for-profit conversion - Contents

(a)
After a plan of for-profit conversion providing for the conversion of a domestic nonprofit corporation to a domestic business corporation has been adopted and approved as required by this chapter, articles of for-profit conversion shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles shall set forth:
(1)
The name of the corporation immediately before the filing of the articles of for-profit conversion and if that name does not satisfy the requirements of §
48-14-101
, or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of §
48-14-101
;
(2)
A statement that the plan of for-profit conversion was duly approved by the members in the manner required by this chapter and the charter if there are members entitled to vote on the plan or, if there are no members entitled to vote on the plan, by the board of directors in the manner required by this chapter and the charter; and
(3)
If the corporation is a public benefit corporation, a statement that notice of the plan of for-profit conversion was given to the attorney general and reporter in the manner required by §
48-61-123
and that either:
(A)
The plan of for-profit conversion was approved by order of a court of record of this state; or
(B)
The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter.
(b)
The articles of for-profit conversion shall have attached a charter that satisfies the requirements of §
48-12-102
. Provisions that would not be required to be included in a charter of a domestic business corporation may be omitted.
(c)
The articles of for-profit conversion shall be delivered to the secretary of state for filing, together with the required filing fee, and shall take effect at the effective time provided in §
48-51-304
. The attached charter shall be delivered to the secretary of state for filing and a fee therefor shall be paid in accordance with §
48-11-303
.
Added by 2014 Tenn. Acts, ch. 899, s 72, eff. 1/1/2015.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 61 - MERGER (§§ 48-61-101 — 48-61-124) › Section 48-61-119 - Conversion of domestic nonprofit corporation to foreign for -profit corporation - Articles of charter surrender

(a)
Whenever a domestic nonprofit corporation has adopted and approved, in the manner required by this chapter, a plan of for-profit conversion providing for the corporation to be converted to a foreign for-profit corporation, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:
(1)
The name of the corporation;
(2)
A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign for-profit corporation;
(3)
A statement that the foreign for-profit conversion was duly approved by the members in the manner required by this section and the charter; and
(4)
The corporation's new jurisdiction of incorporation.
(b)
The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing together with the required filing fee in accordance with §
48-51-303
. The articles of charter surrender shall take effect on the effective time provided in §
48-51-304
.
Added by 2014 Tenn. Acts, ch. 899, s 72, eff. 1/1/2015.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 61 - MERGER (§§ 48-61-101 — 48-61-124) › Section 48-61-121 - Abandonment of for-profit conversion - Filing of statement of abandonment

(a)
Unless otherwise provided in a plan of for-profit conversion of a domestic nonprofit corporation, after the plan has been adopted and approved as required by this section, and at any time before the for-profit conversion has become effective, it may be abandoned by the board of directors without action by the members.
(b)
If a for-profit conversion is abandoned under subsection (a) after articles of for-profit conversion or articles of charter surrender have been filed with the secretary of state but before the for-profit conversion has become effective, a statement that the for-profit conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing, together with the required filing fee, prior to the effective date of the for-profit conversion. The statement shall take effect upon filing, and the for-profit conversion shall be deemed abandoned and shall not become effective.
Added by 2014 Tenn. Acts, ch. 899, s 72, eff. 1/1/2015.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 61 - MERGER (§§ 48-61-101 — 48-61-124) › Section 48-61-123 - Public benefit corporation to provide notice to attorney general and reporter of intent to consummate any merger, membership exchange, or conversions - Time after notice for consummation of transaction

(a)
A public benefit corporation shall give the attorney general and reporter written notice that it intends to consummate any merger, membership exchange or conversions. The notice shall include a copy or summary of the plan of merger, membership exchange or conversion.
(b)
No merger, membership exchange or conversion shall be consummated, including any transfer of assets until forty-five (45) days after it has given the written notice required by subsection (a) to the attorney general and reporter or until the attorney general and reporter has consented in writing to, or indicated in writing that the attorney general and reporter will take no action in respect to, the transfer or conveyance, whichever is earlier.
Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 61 - MERGER (§§ 48-61-101 — 48-61-124) › Section 48-61-124 - Bequests, devises and gifts

Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a corporation that is a party to a transaction under this chapter and which takes effect or remains payable after the transaction, inures to the surviving entity with a charitable purpose unless the will or other instrument otherwise specifically provides.
Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 62 - SALE OF ASSETS (§§ 48-62-101 — 48-62-103) › Section 48-62-101 - Sale of the assets in regular course of activities and mortgage of assets

(a)
A corporation may on the terms and conditions and for the consideration determined by the board of directors:
(1)
Sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of its activities;
(2)
Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business; or
(3)
Transfer any or all of the corporation's assets to one (1) or more corporations or other entities all of the memberships or interests of which are owned by the corporation.
(b)
Unless the charter or bylaws requires, approval of the members or any other person of a transaction described in subsection (a) is not required.
Amended by 2014 Tenn. Acts, ch. 899,s 73, eff. 1/1/2015.
Acts 1987, ch. 242, § 12.01.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 62 - SALE OF ASSETS (§§ 48-62-101 — 48-62-103) › Section 48-62-103 - Property held in trust or otherwise dedicated to charitable purpose not to be diverted from its purpose - Financial benefit in connection with disposition prohibited - Notice required of transactions not in usual and regular course of activities

(a)
Property held in trust or otherwise dedicated to a charitable purpose may not be diverted from its purpose by a transaction described in §
48-62-101
or §
48-62-102
unless the corporation complies with subsection (c) to the extent required by and pursuant to the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets.
(b)
A person who is a member or otherwise affiliated with a public benefit corporation may not receive a direct or indirect financial benefit in connection with a disposition of assets unless the person is a public benefit corporation or an unincorporated entity that has a charitable purpose. This subsection (b) does not apply to the receipt of reasonable compensation for services rendered.
(c)
A public benefit corporation must give written notice to the attorney general and reporter at least forty-five (45) days before it sells, leases, exchanges or otherwise disposes of all, or substantially all, of its property in a transaction not in the usual and regular course of its activities unless the corporation obtains an appropriate order from the court of competent jurisdiction.
Added by 2014 Tenn. Acts, ch. 899,s 75, eff. 1/1/2015.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 63 - DISTRIBUTIONS (§§ 48-63-101 — 48-63-102) › Section 48-63-101 - Prohibited distributions

Except as authorized by §
48-63-102
, a corporation shall not make any distributions.
Acts 1987, ch. 242, § 13.01.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 63 - DISTRIBUTIONS (§§ 48-63-101 — 48-63-102) › Section 48-63-102 - Purchase of memberships - Authorized distributions

(a)
A mutual benefit corporation may purchase its memberships if after the purchase is completed:
(1)
The corporation would be able to pay its debts as they become due in the usual course of its activities; and
(2)
The corporation's total assets would at least equal the sum of its total liabilities.
(b)
A public benefit corporation may make distributions to its members who are public benefit corporations if the distributions are in conformity with its charitable purposes.
(c)
A public benefit corporation and a mutual benefit corporation may make distributions upon dissolution in conformity with chapter 64 of this title.
Amended by 2014 Tenn. Acts, ch. 899,s 76, eff. 1/1/2015.
Acts 1987, ch. 242, § 13.02.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 64 - DISSOLUTION (§§ 48-64-101 — 48-64-304) › Part 1 - VOLUNTARY DISSOLUTION (§§ 48-64-101 — 48-64-110) › Section 48-64-101 - Dissolution by incorporators or directors

(a)
A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the charter or bylaws, dissolve the corporation by delivering to the secretary of state for filing articles of dissolution and termination that set forth:
(1)
The name of the corporation;
(2)
The date of its incorporation;
(3)
A statement that the corporation has no members; and
(4)
A statement that a majority of the incorporators or directors authorized the dissolution and the date dissolution was thus authorized.
(b)
The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with §
48-58-203(c)
. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(c)
The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
(d)
If the secretary of state finds that the articles of dissolution and 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 shall have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim.
Acts 1987, ch. 242, § 14.01; 1989, ch. 445, § 10; 2010, ch. 741, § 15.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 64 - DISSOLUTION (§§ 48-64-101 — 48-64-304) › Part 1 - VOLUNTARY DISSOLUTION (§§ 48-64-101 — 48-64-110) › Section 48-64-102 - Dissolution by board of directors, members and third persons

(a)
A corporation may be voluntarily dissolved by the written consent of its members in accordance with §
48-57-104
or at a special meeting called in accordance with §
48-57-102
.
(b)
A corporation's board of directors may propose dissolution for submission to the members. Notice of any meeting of the directors to approve such action shall be in accordance with §
48-64-101(b)
.
(c)
For a proposal to dissolve to be adopted:
(1)
The board of directors shall recommend dissolution to the members unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members;
(2)
The members entitled to vote shall approve the proposal to dissolve as provided in subsection (f); and
(3)
Any person or persons whose approval is required by a charter provision authorized by §
48-60-301
for a charter or bylaw amendment shall approve the dissolution in writing.
(d)
The board of directors or members may condition its submission of the proposal for dissolution on any basis.
(e)
The corporation shall notify its members, whether or not entitled to vote, of the proposed members' meeting in accordance with §
48-57-105
. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(f)
Unless the charter, bylaws, the board of directors, or members (acting pursuant to subsection (c)) require a greater vote or voting by class, the proposal to dissolve to be adopted shall be approved by two thirds (2/3) of the votes cast by members or a majority of the voting power, whichever is less.
(g)
If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.
(h)
The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
Acts 1987, ch. 242, § 14.02.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 64 - DISSOLUTION (§§ 48-64-101 — 48-64-304) › Part 1 - VOLUNTARY DISSOLUTION (§§ 48-64-101 — 48-64-110) › Section 48-64-103 - Notices to the attorney general and reporter

(a)
A public benefit corporation shall give the attorney general and reporter written notice that it intends to dissolve at or before the time it delivers the articles of dissolution to the secretary of state. The notice shall include a copy or summary of the plan of dissolution.
(b)
No assets shall be transferred or conveyed by a public benefit corporation as part of the dissolution process until forty-five (45) days after it has given the written notice required by subsection (a) to the attorney general and reporter or until the attorney general and reporter has consented in writing to, or indicated in writing that the attorney general and reporter will take no action in respect to, the transfer or conveyance, whichever is earlier.
(c)
When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general and reporter a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the address of each person (other than creditors) who received assets and indicate what assets each received.
Amended by 2014 Tenn. Acts, ch. 899,s 77, eff. 1/1/2015.
Acts 1987, ch. 242, § 14.03.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 64 - DISSOLUTION (§§ 48-64-101 — 48-64-304) › Part 1 - VOLUNTARY DISSOLUTION (§§ 48-64-101 — 48-64-110) › Section 48-64-104 - Articles of dissolution

(a)
At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth:
(1)
The name of the corporation;
(2)
The date dissolution was authorized;
(3)
A statement that the resolution was duly adopted by the members;
(4)
If approval by members was not required, a statement that the resolution was duly adopted by a majority of the board of directors;
(5)
A copy of the resolution or the written consent authorizing the dissolution;
(6)
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; and
(7)
If the corporation is a public benefit corporation, a statement that the notice to the attorney general and reporter required by §
48-64-103(a)
has been given.
(b)
Unless a delayed effective date is specified in the articles of dissolution, a corporation is dissolved when the articles of dissolution are filed.
Acts 1987, ch. 242, § 14.04.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 64 - DISSOLUTION (§§ 48-64-101 — 48-64-304) › Part 1 - VOLUNTARY DISSOLUTION (§§ 48-64-101 — 48-64-110) › Section 48-64-105 - Revocation of dissolution

(a)
A corporation may revoke its dissolution at any time prior to filing the articles of termination of corporate existence with the secretary of state.
(b)
Revocation of dissolution shall be authorized in any manner that dissolution may be authorized under §
48-64-102
, unless the authorization for dissolution permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.
(c)
After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution that set forth:
(1)
The name of the corporation;
(2)
The effective date of the dissolution that was revoked;
(3)
The date that the revocation of dissolution was authorized;
(4)
If the corporation's board of directors (or its incorporators) revoked the dissolution, a statement to that effect;
(5)
If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(6)
If member or third person action was required to revoke the dissolution, the information required by §
48-64-104(a)(3), (5) and (6)
.
(d)
Revocation of dissolution is effective when the articles of revocation of dissolution are filed.
(e)
When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.
Acts 1987, ch. 242, § 14.05; 1989, ch. 445, § 11.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 64 - DISSOLUTION (§§ 48-64-101 — 48-64-304) › Part 1 - VOLUNTARY DISSOLUTION (§§ 48-64-101 — 48-64-110) › Section 48-64-106 - Effect of dissolution

(a)
A dissolved corporation continues its corporate existence, but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:
(1)
Collecting its assets;
(2)
Conveying and disposing of its properties that will not be distributed in kind;
(3)
Discharging or making provision for discharging its liabilities;
(4)
Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition;
(5)
Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its charter or bylaws;
(6)
If the corporation is a public benefit corporation, and no provision has been made in its charter or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets to:
(A)
One (1) or more persons recognized as exempt under Section 501(c)(3) of the Internal Revenue Code (
26 U.S.C. § 501(c)(3)
);
(B)
If the dissolved corporation is not recognized as exempt under Section 501(c)(3) of the Internal Revenue Code, one (1) or more public benefit corporations; or
(C)
The state of Tennessee or any county, municipality, or political subdivision thereof;
(7)
If the corporation is a mutual benefit corporation and no provision has been made in its charter or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, those persons whom the corporation holds itself out as benefitting or serving; and
(8)
Doing every other act necessary to wind up and liquidate its assets and affairs.
(b)
Dissolution of a corporation does not:
(1)
Transfer title to the corporation's property;
(2)
Subject its directors or officers to standards of conduct different from those prescribed in chapter 58 of this title;
(3)
Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation, or removal of its directors or officers, or both; or change provisions for amending its bylaws;
(4)
Prevent commencement of a proceeding by or against the corporation in its corporate name;
(5)
Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(6)
Terminate the authority of the registered agent of the corporation.
Acts 1987, ch. 242, § 14.06.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 64 - DISSOLUTION (§§ 48-64-101 — 48-64-304) › Part 1 - VOLUNTARY DISSOLUTION (§§ 48-64-101 — 48-64-110) › Section 48-64-107 - Known claims against dissolved corporation

(a)
A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.
(b)
The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:
(1)
Describe information that must be included in a claim;
(2)
State whether the claim is admitted, or not admitted, and if admitted:
(A)
The amount that is admitted, which may be as of a given date; and
(B)
Any interest obligation if fixed by an instrument of indebtedness;
(3)
Provide a mailing address where a claim may be sent;
(4)
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
(5)
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.
(c)
A claim against the dissolved corporation is barred to the extent that it is not admitted:
(1)
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
(2)
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.
(d)
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.
Acts 1987, ch. 242, § 14.07.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 64 - DISSOLUTION (§§ 48-64-101 — 48-64-304) › Part 1 - VOLUNTARY DISSOLUTION (§§ 48-64-101 — 48-64-110) › Section 48-64-108 - Unknown claims against dissolved corporation

(a)
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.
(b)
The notice must:
(1)
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;
(2)
Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(3)
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.
(c)
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:
(1)
A claimant who did not receive written notice under §
48-64-107
;
(2)
A claimant whose claim was timely sent to the dissolved corporation but not acted on; and
(3)
A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d)
A claim may be enforced under this section:
(1)
Against the dissolved corporation, to the extent of its undistributed assets; or
(2)
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.
Acts 1987, ch. 242, § 14.08.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 64 - DISSOLUTION (§§ 48-64-101 — 48-64-304) › Part 1 - VOLUNTARY DISSOLUTION (§§ 48-64-101 — 48-64-110) › Section 48-64-109 - Articles of termination of corporate existence

(a)
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:
(1)
The name of the corporation;
(2)
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
(3)
That the dissolution of the corporation has not been revoked.
(b)
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.
Acts 1987, ch. 242, § 14.09; 2010, ch. 741, § 16.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 64 - DISSOLUTION (§§ 48-64-101 — 48-64-304) › Part 1 - VOLUNTARY DISSOLUTION (§§ 48-64-101 — 48-64-110) › Section 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

(a)
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.
(b)
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
.
Added by 2014 Tenn. Acts, ch. 899, s 78, eff. 1/1/2015.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 64 - DISSOLUTION (§§ 48-64-101 — 48-64-304) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 48-64-201 — 48-64-206) › Section 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:
(1)
Corporation does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due;
(2)
Corporation is without a registered agent or registered office in this state for two (2) months or more;
(3)
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
;
(4)
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;
(5)
Corporation's period of duration, if any, stated in its charter expires; or
(6)
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.
Acts 1987, ch. 242, § 14.20; 1989, ch. 445, § 12.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 64 - DISSOLUTION (§§ 48-64-101 — 48-64-304) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 48-64-201 — 48-64-206) › Section 48-64-202 - Procedure for and effect of administrative dissolution

(a)
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.
(b)
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.
(c)
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
.
(d)
The administrative dissolution of a corporation does not terminate the authority of its registered agent.
Acts 1987, ch. 242, § 14.21; 1989, ch. 445, § 13.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 64 - DISSOLUTION (§§ 48-64-101 — 48-64-304) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 48-64-201 — 48-64-206) › Section 48-64-203 - Reinstatement following administrative dissolution

(a)
A corporation administratively dissolved under §
48-64-202
may apply to the secretary of state for reinstatement. The application must:
(1)
Contain a confirmation of good standing relative to such foreign corporation;
(2)
Recite the name of the corporation at its date of dissolution;
(3)
State that the ground or grounds for dissolution either did not exist or have been eliminated; and
(4)
State a corporate name that satisfies the requirements of §
48-54-101
.
(b)
(1)
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
.
(2)
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.
(c)
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.
Acts 1987, ch. 242, § 14.22; 1991, ch. 188, § 9; 1993, ch. 217, § 1; 1999, ch. 117, § 1; 2010, ch. 741, §§ 17, 18; 2011, ch. 99, § 3.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 64 - DISSOLUTION (§§ 48-64-101 — 48-64-304) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 48-64-201 — 48-64-206) › Section 48-64-204 - Appeal from denial of reinstatement

(a)
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.
(b)
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.
(c)
The court may summarily order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate.
(d)
The court's final decision may be appealed as in other civil proceedings.
Acts 1987, ch. 242, § 14.23.