reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 23 - DISSENTERS' RIGHTS (§§ 48-23-101 — 48-23-302) › Part 1 - RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES (§§ 48-23-101 — 48-23-103) › Section 48-23-103 - Dissent by nominees and beneficial owners

(a)
A record shareholder may assert dissenters' rights as to fewer than all the shares registered in the record shareholder's name only if the record shareholder dissents with respect to all shares beneficially owned by any one (1) person and notifies the corporation in writing of the name and address of each person on whose behalf the record shareholder asserts dissenters' rights. The rights of a partial dissenter under this subsection (a) are determined as if the shares as to which the partial dissenter dissents and the partial dissenter's other shares were registered in the names of different shareholders.
(b)
A beneficial shareholder may assert dissenters' rights as to shares of any one (1) or more classes held on the beneficial shareholder's behalf only if the beneficial shareholder:
(1)
Submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and
(2)
Does so with respect to all shares of the same class of which the person is the beneficial shareholder or over which the person has power to direct the vote.
Acts 1986, ch. 887, § 13.03.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 23 - DISSENTERS' RIGHTS (§§ 48-23-101 — 48-23-302) › Part 2 - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 48-23-201 — 48-23-209) › Section 48-23-201 - Notice of dissenters' rights

(a)
Where any corporate action specified in §
48-23-102(a)
is to be submitted to a vote at a shareholders' meeting, the meeting notice (including any meeting notice required under chapters 11-27 to be provided to nonvoting shareholders) must state that the corporation has concluded that the shareholders are, are not, or may be entitled to assert dissenters' rights under this chapter. If the corporation concludes that dissenters' rights are or may be available, a copy of this chapter must accompany the meeting notice sent to those record shareholders entitled to exercise dissenters' rights.
(b)
In a merger pursuant to §
48-21-105
, the parent corporation must notify in writing all record shareholders of the subsidiary who are entitled to assert dissenters rights that the corporate action became effective. Such notice must be sent within ten (10) days after the corporate action became effective and include the materials described in §
48-23-203
.
(c)
Where any corporate action specified in §
48-23-102(a)
is to be approved by written consent of the shareholders pursuant to §
48-17-104(a)
or §
48-17-104(b)
:
(1)
Written notice that dissenters' rights are, are not, or may be available must be sent to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that dissenters' rights are or may be available, must be accompanied by a copy of this chapter; and
(2)
Written notice that dissenters' rights are, are not, or may be available must be delivered together with the notice to nonconsenting and nonvoting shareholders required by §
48-17-104(e) and (f)
, may include the materials described in §
48-23-203
and, if the corporation has concluded that dissenters' rights are or may be available, must be accompanied by a copy of this chapter.
(d)
A corporation's failure to give notice pursuant to this section will not invalidate the corporate action.
Acts 1986, ch. 887, § 13.20; 2012, ch. 1051, § 45.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 23 - DISSENTERS' RIGHTS (§§ 48-23-101 — 48-23-302) › Part 2 - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 48-23-201 — 48-23-209) › Section 48-23-202 - Notice of intent to demand payment

(a)
If a corporate action specified in §
48-23-102(a)
is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights with respect to shares for which dissenters' rights may be asserted under this chapter:
(1)
Must deliver to the corporation, before the vote is taken, written notice of the shareholder's intent to demand payment if the proposed action is effectuated; and
(2)
Must not vote, or cause or permit to be voted, any such shares in favor of the proposed action.
(b)
If a corporate action specified in §
48-23-102(a)
is to be approved by less than unanimous written consent, a shareholder who wishes to assert dissenters' rights with respect to shares for which dissenters' rights may be asserted under this chapter must not sign a consent in favor of the proposed action with respect to such shares.
(c)
A shareholder who fails to satisfy the requirements of subsection (a) or subsection (b) is not entitled to payment under this chapter.
Acts 1986, ch. 887, § 13.21; 2012, ch. 1051, § 46.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 23 - DISSENTERS' RIGHTS (§§ 48-23-101 — 48-23-302) › Part 2 - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 48-23-201 — 48-23-209) › Section 48-23-203 - Dissenters' notice

(a)
If a corporate action requiring dissenters' rights under §
48-23-102(a)
becomes effective, the corporation must send a written dissenters' notice and form required by subdivision (b)(1) to all shareholders who satisfy the requirements of §
48-23-202(a)
or §
48-23-202(b)
. In the case of a merger under §
48-21-105
, the parent must deliver a dissenters' notice and form to all record shareholders who may be entitled to assert dissenters' rights.
(b)
The dissenters' notice must be delivered no earlier than the date the corporate action specified in §
48-23-102(a)
became effective, and no later than (10) days after such date, and must:
(1)
Supply a form that:
(A)
Specifies the first date of any announcement to shareholders made prior to the date the corporate action became effective of the principal terms of the proposed corporate action;
(B)
If such announcement was made, requires the shareholder asserting dissenters' rights to certify whether beneficial ownership of those shares for which dissenters' rights are asserted was acquired before that date; and
(C)
Requires the shareholder asserting dissenters' rights to certify that such shareholder did not vote for or consent to the transaction;
(2)
State:
(A)
Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subdivision (b)(2)(B);
(B)
A date by which the corporation must receive the form, which date may not be fewer than forty (40) nor more than sixty (60) days after the date the subsection (a) dissenters' notice is sent, and state that the shareholder shall have waived the right to demand payment with respect to the shares unless the form is received by the corporation by such specified date;
(C)
The corporation's estimate of the fair value of shares; and
(D)
That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten (10) days after the date specified in subdivision (b)(2)(B) the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and
(3)
Be accompanied by a copy of this chapter if the corporation has not previously sent a copy of this chapter to the shareholder pursuant to §
48-23-201
.
Amended by 2015 Tenn. Acts, ch. 60,s 3, eff. 4/6/2015.
Acts 1986, ch. 887, § 13.22; 2012, ch. 1051, § 47.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 23 - DISSENTERS' RIGHTS (§§ 48-23-101 — 48-23-302) › Part 2 - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 48-23-201 — 48-23-209) › Section 48-23-204 - Duty to demand payment

(a)
A shareholder sent a dissenters' notice described in §
48-23-203
must demand payment, certify whether the shareholder acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to §
48-23-203(b)(2)
, and deposit the shareholder's certificates in accordance with the terms of the notice.
(b)
The shareholder who demands payment and deposits the shareholder's share certificates under subsection (a) retains all other rights of a shareholder until these rights are cancelled or modified by the effectuation of the proposed corporate action.
(c)
A shareholder who does not demand payment or deposit the shareholder's share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for the shareholder's shares under this chapter.
(d)
A demand for payment filed by a shareholder may not be withdrawn unless the corporation with which it was filed, or the surviving corporation, consents thereto.
Acts 1986, ch. 887, § 13.23; 2012, ch. 1051, § 48.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 23 - DISSENTERS' RIGHTS (§§ 48-23-101 — 48-23-302) › Part 2 - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 48-23-201 — 48-23-209) › Section 48-23-205 - Share restrictions

(a)
The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is effectuated or the restrictions released under §
48-23-207
.
(b)
The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are cancelled or modified by the effectuation of the proposed corporate action.
Acts 1986, ch. 887, § 13.24.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 23 - DISSENTERS' RIGHTS (§§ 48-23-101 — 48-23-302) › Part 2 - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 48-23-201 — 48-23-209) › Section 48-23-206 - Payment

(a)
Except as provided in §
48-23-208
, as soon as the proposed corporate action is effectuated, or upon receipt of a payment demand, whichever is later, the corporation shall pay each dissenter who complied with §
48-23-204
the amount the corporation estimates to be the fair value of each dissenter's shares, plus accrued interest.
(b)
The payment must be accompanied by:
(1)
The corporation's balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;
(2)
A statement of the corporation's estimate of the fair value of the shares, which estimate shall equal or exceed the corporation's estimate given pursuant to §
48-23-203(b)(2)(C)
;
(3)
An explanation of how the interest was calculated;
(4)
A statement of the dissenter's right to demand payment under §
48-23-209
; and
(5)
A copy of this chapter if the corporation has not previously sent a copy of this chapter to the shareholder pursuant to §
48-23-201
or §
48-23-203
.
Amended by 2015 Tenn. Acts, ch. 60,s 4, eff. 4/6/2015.
Acts 1986, ch. 887, § 13.25.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 23 - DISSENTERS' RIGHTS (§§ 48-23-101 — 48-23-302) › Part 2 - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 48-23-201 — 48-23-209) › Section 48-23-207 - Failure to take action

(a)
If the corporation does not effectuate the proposed action that gave rise to the dissenters' rights within two (2) months after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.
(b)
If, after returning deposited certificates and releasing transfer restrictions, the corporation effectuates the proposed action, it must send a new dissenters' notice under §
48-23-203
and repeat the payment demand procedure.
Acts 1986, ch. 887, § 13.26.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 23 - DISSENTERS' RIGHTS (§§ 48-23-101 — 48-23-302) › Part 2 - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 48-23-201 — 48-23-209) › Section 48-23-208 - After-acquired shares

(a)
A corporation may elect to withhold payment required by §
48-23-206
from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the principal terms of the proposed corporate action.
(b)
To the extent the corporation elects to withhold payment under subsection (a), after effectuating the proposed corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter's demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under §
48-23-209
.
Acts 1986, ch. 887, § 13.27.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 23 - DISSENTERS' RIGHTS (§§ 48-23-101 — 48-23-302) › Part 2 - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 48-23-201 — 48-23-209) › Section 48-23-209 - Procedure if shareholder dissatisfied with payment or offer

(a)
A dissenter may notify the corporation in writing of the dissenter's own estimate of the fair value of the dissenter's shares and amount of interest due, and demand payment of the dissenter's estimate (less any payment under §
48-23-206
), or reject the corporation's offer under §
48-23-208
and demand payment of the fair value of the dissenter's shares and interest due, if:
(1)
The dissenter believes that the amount paid under §
48-23-206
or offered under §
48-23-208
is less than the fair value of the dissenter's shares or that the interest due is incorrectly calculated;
(2)
The corporation fails to make payment under §
48-23-206
within two (2) months after the date set for demanding payment; or
(3)
The corporation, having failed to effectuate the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within two (2) months after the date set for demanding payment.
(b)
A dissenter waives the dissenter's right to demand payment under this section unless the dissenter notifies the corporation of the dissenter's demand in writing under subsection (a) within one (1) month after the corporation made or offered payment for the dissenter's shares.
Acts 1986, ch. 887, § 13.28.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 23 - DISSENTERS' RIGHTS (§§ 48-23-101 — 48-23-302) › Part 3 - JUDICIAL APPRAISAL OF SHARES (§§ 48-23-301 — 48-23-302) › Section 48-23-301 - Court action

(a)
If a demand for payment under §
48-23-209
remains unsettled, the corporation shall commence a proceeding within two (2) months after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the two-month period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
(b)
The corporation shall commence the proceeding in a court of record having equity jurisdiction in the county where the corporation's principal office (or, if none in this state, its registered office) is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.
(c)
The corporation shall make all dissenters (whether or not residents of this state) whose demands remain unsettled, parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
(d)
The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
(e)
Each dissenter made a party to the proceeding is entitled to judgment:
(1)
For the amount, if any, by which the court finds the fair value of the dissenter's shares, plus accrued interest, exceeds the amount paid by the corporation; or
(2)
For the fair value, plus accrued interest, of the dissenter's after-acquired shares for which the corporation elected to withhold payment under §
48-23-208
.
Acts 1986, ch. 887, § 13.30.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 23 - DISSENTERS' RIGHTS (§§ 48-23-101 — 48-23-302) › Part 3 - JUDICIAL APPRAISAL OF SHARES (§§ 48-23-301 — 48-23-302) › Section 48-23-302 - Court costs and counsel fees

(a)
The court in an appraisal proceeding commenced under §
48-23-301
shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under §
48-23-209
.
(b)
The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable against:
(1)
The corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of part 2 of this chapter; or
(2)
Either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.
(c)
If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.
Acts 1986, ch. 887, § 13.31.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 24 - DISSOLUTION (§§ 48-24-101 — 48-24-304) › Part 1 - VOLUNTARY DISSOLUTION (§§ 48-24-101 — 48-24-109) › Section 48-24-101 - Dissolution by incorporators or initial directors

(a)
A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may 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)
Either that:
(A)
None of the corporation's shares has been issued; or
(B)
The corporation has not commenced business;
(4)
That no debt of the corporation remains unpaid;
(5)
That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and
(6)
That a majority of the incorporators or initial directors authorized the dissolution and the date dissolution was thus authorized.
(b)
If the secretary of state finds that the articles of dissolution and 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 dissolution and 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.
Acts 1986, ch. 887, § 14.01; 1989, ch. 451, § 18; 2010, ch. 741, § 3.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 24 - DISSOLUTION (§§ 48-24-101 — 48-24-304) › Part 1 - VOLUNTARY DISSOLUTION (§§ 48-24-101 — 48-24-109) › Section 48-24-102 - Dissolution by board of directors and shareholders

(a)
A corporation may be voluntarily dissolved by the written consent of its shareholders in accordance with §
48-17-104
.
(b)
A corporation's board of directors may propose dissolution for submission to the shareholders.
(c)
For a proposal to dissolve to be adopted:
(1)
The board of directors shall recommend dissolution to the shareholders 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 shareholders; and
(2)
The shareholders entitled to vote shall approve the proposal to dissolve as provided in subsection (f).
(d)
The board of directors may condition its submission of the proposal for dissolution on any basis.
(e)
The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with §
48-17-105
. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation.
(f)
Unless the charter or the board of directors (acting pursuant to subsection (d)) requires a greater vote or a vote by voting groups, the proposal to dissolve to be adopted shall be approved by a majority of all the votes entitled to be cast on that proposal.
Acts 1986, ch. 887, § 14.02.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 24 - DISSOLUTION (§§ 48-24-101 — 48-24-304) › Part 1 - VOLUNTARY DISSOLUTION (§§ 48-24-101 — 48-24-109) › Section 48-24-103 - 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)
That the resolution was duly adopted by the shareholders; and
(4)
A copy of the resolution or the written consent authorizing the dissolution.
(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 1986, ch. 887, § 14.03.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 24 - DISSOLUTION (§§ 48-24-101 — 48-24-304) › Part 1 - VOLUNTARY DISSOLUTION (§§ 48-24-101 — 48-24-109) › Section 48-24-104 - Revocation of dissolution

(a)
A corporation may revoke its dissolution at any time prior to filing the articles of termination of corporate existence by the secretary of state.
(b)
Revocation of dissolution shall be authorized by shareholders in any manner that dissolution may be authorized under §
48-24-102
, 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 shareholder action.
(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 incorporators) revoked the dissolution, a statement to that effect;
(5)
If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(6)
If shareholder action was required to revoke the dissolution, the information required by §
48-24-103(a)(3) and (4)
.
(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 business as if dissolution had never occurred.
Acts 1986, ch. 887, § 14.04; 1989, ch. 451, § 19.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 24 - DISSOLUTION (§§ 48-24-101 — 48-24-304) › Part 1 - VOLUNTARY DISSOLUTION (§§ 48-24-101 — 48-24-109) › Section 48-24-105 - Effect of dissolution

(a)
A dissolved corporation continues its corporate existence but may not carry on any business, except that appropriate to wind up and liquidate its business and affairs, including:
(1)
Collecting its assets;
(2)
Conveying and disposing of its properties that will not be distributed in kind to its shareholders;
(3)
Discharging or making provision for discharging its liabilities;
(4)
Distributing its remaining property among its shareholders according to their interests; and
(5)
Doing every other act necessary to wind up and liquidate its business and affairs.
(b)
Dissolution of a corporation does not:
(1)
Transfer title to the corporation's property;
(2)
Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;
(3)
Subject its directors or officers to standards of conduct different from those prescribed in chapter 18 of this title;
(4)
Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;
(5)
Prevent commencement of a proceeding by or against the corporation in its corporate name;
(6)
Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(7)
Terminate the authority of the registered agent of the corporation.
Acts 1986, ch. 887, § 14.05.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 24 - DISSOLUTION (§§ 48-24-101 — 48-24-304) › Part 1 - VOLUNTARY DISSOLUTION (§§ 48-24-101 — 48-24-109) › Section 48-24-106 - 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 notice 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 claimant does not deliver a written notice of the claim to the dissolved corporation by the deadline; 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 1986, ch. 887, § 14.06.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 24 - DISSOLUTION (§§ 48-24-101 — 48-24-304) › Part 1 - VOLUNTARY DISSOLUTION (§§ 48-24-101 — 48-24-109) › Section 48-24-107 - 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 §
48-24-106
;
(2)
A claimant whose claim was timely sent to the dissolved corporation but not acted on; or
(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 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.
Acts 1986, ch. 887, § 14.07.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 24 - DISSOLUTION (§§ 48-24-101 — 48-24-304) › Part 1 - VOLUNTARY DISSOLUTION (§§ 48-24-101 — 48-24-109) › Section 48-24-108 - Articles of termination of corporate existence

(a)
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:
(1)
The name of the corporation;
(2)
That all the assets of the corporation have been distributed to its creditors and shareholders; 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 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.
Acts 1986, ch. 887, § 14.08; 1987, ch. 273, § 38; 2010, ch. 741, § 4.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 24 - DISSOLUTION (§§ 48-24-101 — 48-24-304) › Part 1 - VOLUNTARY DISSOLUTION (§§ 48-24-101 — 48-24-109) › Section 48-24-109 - Discharge or reasonable provision to be made for payment of claims - Liability of directors

(a)
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.
(b)
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
.
Added by 2015 Tenn. Acts, ch. 60,s 5, eff. 4/6/2015.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 24 - DISSOLUTION (§§ 48-24-101 — 48-24-304) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 48-24-201 — 48-24-206) › Section 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:
(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 January 1, 1988, fails to comply with §
48-14-101
;
(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 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 1986, ch. 887, § 14.20; 1989, ch. 451, § 20.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 24 - DISSOLUTION (§§ 48-24-101 — 48-24-304) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 48-24-201 — 48-24-206) › Section 48-24-202 - Procedure for and effect of administrative dissolution

(a)
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.
(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 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.
(c)
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
.
(d)
The administrative dissolution of a corporation does not terminate the authority of its registered agent.
(e)
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.
Acts 1986, ch. 887, § 14.21; 1989, ch. 451, § 21; 2012, ch. 1051, § 49.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 24 - DISSOLUTION (§§ 48-24-101 — 48-24-304) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 48-24-201 — 48-24-206) › Section 48-24-203 - Reinstatement following administrative dissolution

(a)
A corporation administratively dissolved under §
48-24-202
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 §
48-14-101
.
(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 §
48-15-104
.
(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 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.
Acts 1986, ch. 887, § 14.22; 1987, ch. 273, § 39; 1991, ch. 188, § 9; 1992, ch. 771, § 1; 2010, ch. 741, §§ 5, 6; 2011, ch. 99, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 24 - DISSOLUTION (§§ 48-24-101 — 48-24-304) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 48-24-201 — 48-24-206) › Section 48-24-204 - 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 §§
48-15-104
and
48-15-105
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 1986, ch. 887, § 14.23.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 24 - DISSOLUTION (§§ 48-24-101 — 48-24-304) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 48-24-201 — 48-24-206) › Section 48-24-205 - Articles of termination following administrative dissolution or revocation

(a)
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:
(1)
The name of the corporation;
(2)
The date that termination of corporate existence was authorized;
(3)
That the resolution authorizing termination was duly adopted by the shareholders;
(4)
A copy of the resolution or the written consent authorizing the termination; and
(5)
That all the assets of the corporation have been distributed to its creditors and shareholders.
(b)
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.
Acts 1989, ch. 451, § 22; 2010, ch. 741, § 7.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 24 - DISSOLUTION (§§ 48-24-101 — 48-24-304) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 48-24-201 — 48-24-206) › Section 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:
(1)
Amending its charter to extend its period of duration or set the period of duration to perpetual; and
(2)
Filing an application for reinstatement following administrative dissolution pursuant to §
48-24-203
.
Added by 2016 Tenn. Acts, ch. 688, s 1, eff. 7/1/2016.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 24 - DISSOLUTION (§§ 48-24-101 — 48-24-304) › Part 3 - JUDICIAL DISSOLUTION (§§ 48-24-301 — 48-24-304) › Section 48-24-301 - Grounds for judicial dissolution

Any court of record with proper venue in accordance with §
48-24-302
may dissolve a corporation:
(1)
In a proceeding by the attorney general and reporter if it is established that the corporation:
(A)
Obtained its charter through fraud;
(B)
Has exceeded or abused the authority conferred upon it by law;
(C)
Has violated any provision of law resulting in the forfeiture of its charter; or
(D)
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;
(2)
In a proceeding by a shareholder if it is established that:
(A)
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;
(B)
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;
(C)
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
(D)
The corporate assets are being misapplied or wasted;
(3)
In a proceeding by a creditor if it is established that:
(A)
The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
(B)
The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or
(4)
In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
Acts 1986, ch. 887, § 14.30; 1989, ch. 451, § 23.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 24 - DISSOLUTION (§§ 48-24-101 — 48-24-304) › Part 3 - JUDICIAL DISSOLUTION (§§ 48-24-301 — 48-24-304) › Section 48-24-302 - Procedure for judicial dissolution

(a)
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.
(b)
It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c)
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.
(d)
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
.
Acts 1986, ch. 887, § 14.31.