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CORPORATE DISSOLUTION PACKET: STATE OF TENNESSEE Electronic Version INTRODUCTORY NOTES AND LAW SUMMARY Statutory Reference: TENNESSEE CODE, §§48-24-101 through 48-24-108A Tennessee "for profit" corporation may be dissolved in three different ways: voluntarily, administratively (TENNESSEE CODE, §§48-24-201 through 48-24-25), of judicially (TENNESSEE CODE, §§48-24-301 through 48-24-304). This form packet deals ONLY with the voluntary dissolution of a Tennessee corporation. If a corporation has not issued shares or has not commenced business, then it may dissolve by filing with the Secretary of State Articles of dissolution setting forth the mandatory statutory information. This action must be the decision of a majority of the incorporators or initial directors.If the Secretary of State finds that the statutory requirements have been met, AND THAT THE ARTICLES ARE ACCOMPANIED BY A CERTIFICATE FROM THE COMMISSIONER OF REVENUE VERIFYING THAT ALL TAXES HAVE BEEN PAID AND ALL REPORTS FILED, then the Secretary files the Articles of Dissolution and terminates the corporate existence. Termination of corporate existence in this manner does not affect any pre-termination claim by or against the corporation or its directors, officers, or shareholders. In the alternative, the corporation may be dissolved by the written consent of the shareholders entitled to vote (by a majority or such other number as the Articles of Incorporation or By-Laws might require) or upon the recommendation of dissolution to the shareholders by the Board of Directors.The shareholders must be given written notification of the recommendation of the Board to dissolve and tat recommendation must be approved by a majority of the shareholders entitled to vote or such other number as the Articles of Incorporation, the By-Laws, or the Board might require.A corporation may revoke its dissolution at any time prior to the filing of the articles of termination of corporate existence by the secretary of state. Any such revocation of the decision to dissolve must be authorized by shareholders in the same manner that the initial dissolution was approved. The initial decision to dissolve may include a provision that the board can revoke the decision to dissolve, in which case that action may be taken by the Board without further shareholder action.A dissolved corporation continues to exist for the purposes for the sole purpose of “winding up” its business affairs and it may not carry on any new business outside of the actions necessary to accomplish the winding up process. The winding up process includes:1.Collecting corporate assets.2.Disposing of property that will not be distributed to shareholders.3.Paying or making provisions to pay corporate liabilities.4.Distributing assets to shareholders.5.Doing any other act necessary to wind up the affairs of the corporation.The act of dissolving a corporation does not, in and of itself:1.Transfer title to the corporation's property. 2.Prevent transfer of its shares or securities.3.Subject the directors or officers to standards of conduct different from those required of them in the normal course of business as set forth by statutes or the By-Laws of the corporation. 4.Change any quorum or voting requirements for its board of directors or shareholders, or change any other requirements of the Articles of Incorporation or By-Laws.5.Prevent commencement of suits by or against the corporation. 6.Abate or suspend a proceeding pending by or against the corporation on the effective date of Dissolution. 7.Terminate the authority of the registered agent of the corporation. A dissolved corporation may dispose of the known claims against it by following these statutory requirements: The corporation must notify its known claimants in writing of the dissolution after the effective date of the dissolution. 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: 3.The amount that is admitted, which may be as of a given date; and 4.Any interest obligation if fixed by an instrument of indebtedness; 5.Provide a mailing address where a claim may be sent; 6.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 7.State that, except as admitted, the claim will be barred if written notice of the claim is not received by the deadline set out. A claim against the dissolved corporation is barred to the extent that it is not admitted: 1.If the corporation delivers written notice to the claimant and the claimant does not deliver a written notice of its claim to the corporation by the deadline; or 2.If the 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. A "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. The corporation may also publish notice of dissolution and request that persons with claims against the corporation present them in accordance with the notice. The notice must: 1.Be published one (1) time in a newspaper of general circulation in the county where the 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. As to the following claimants, if the corporation publishes a newspaper notice as set out above, the claim of each is barred unless the claimant commences a proceeding to enforce the claim against the corporation within two (2) years after the publication date of the newspaper notice: 1.A claimant who did not receive written notice as set out above. under § 48-24-106; 2.A claimant whose claim was timely sent to the corporation but not acted on; 3.A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. A claim may be enforced against the dissolved corporation, to the extent of its undistributed assets, or, if the assets have been distributed in liquidation, against a shareholder of the dissolvedcorporation 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 may not exceed the total amount of assets distributed to the shareholder. When a corporation has distributed all its assets to its creditors and shareholders, Articles of Termination are filed with the Secretary of State. If the secretary of state finds that the articles of termination of corporate existence comply with the statutory requirements, and if the articles are accompanied by a certificate from the commissioner of revenue that the corporation has properly filed all reports and paid all taxes and penalties required by revenue laws of this state, the secretary of state shall file the articles of termination of corporate existence. When the Secretary of State files the Articles of Termination, the existence of the corporation ceases, 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 asmay be appropriate to protect such remedy, right, or claim. INSTRUCTIONS AND GUIDELINES TO DISSOLVE A TENNESSEE CORPORATION I.There are two ways to voluntarily dissolve a Tennessee corporation:1.By the Incorporators or Directors if the corporation HAS NOT issued any shares or has not commenced business.2. By the vote of a majority of the shareholders of the corporation upon recommendation of the Board of Directors or upon the written consent of the shareholders without any action by the Board of Directors.II.SEE FORM 1 - ARTICLES OF DISSOLUTION AND TERMINATION BY INCORPORATORS OR INITIAL DIRECTORS OF A FOR-PROFIT CORPORATION1.If the corporation has not issued shares or commenced business, then that corporation may be dissolved by the Incorporators or by the Directors by the filing of Articles of Dissolution and Termination.[IF THE CORPORATION HAS ISSUED SHARES OR COMMENCED BUSINESS, GO TO # III BELOW.]2. Instructions to complete FORM 1: This form MUST be legibly printed or typed.1. Provided the EXACT name of the corporation as it appears on the records of the Department of State. 2. Provide the date on which the Articles of Incorporation were filed.3. There is nothing to add to this section.4. Indicate which statement applies to the corporation.5. There is nothing to add to this section.6. There is nothing to add to this section.7. Indicate which statement applies to the corporation. 8. Provide the date the dissolution was authorized.Print or type the date the Articles are being signed, the capacity in which the signer is executing the document, and the name of the signer. Have the signer execute the document.File the original and one copy of the Articles of Dissolution and Termination.The filing fee is $20.00.NOTE: Prior to this document being accepted for filing, the Division of Business Services will request tax clearance verification from the Tennessee Department of Revenue that the business has properly filed all reports and paid all required taxes and penalties. If this clearance cannot be obtained, the Articles will be rejected and returned to the applicant. You may choose to file this clearance with the Articles.3.Mail the original and one copy of the Articles of Dissolution and Termination, along with the filing fee of $20.00 (make check payable to Tennessee Department of State) to:Department of StateDivision of Business Services6TH Floor, William R. Snodgrass Tower312 Eighth Avenue NorthNashville, Tennessee 37243Telephone: 615-741-2286FAX: 615-741-7310 4.A transmittal letter to send with the articles is included for your use. SEE FORM A - TRANSMITTAL LETTER5.The corporation is dissolved upon the effective date of the filing of its Articles of Dissolution and Termination (unless another date is specified).III. DISSOLUTION BY THE BOARD OF DIRECTORS AND SHAREHOLDERS OR BY WRITTEN CONSENT OF THE SHAREHOLDERS1.The Board of Directors may propose to the shareholders that the corporation be dissolved. For a proposal to dissolve to be adopted by the shareholders, the proposal MUST be recommended by the Board. The Board may determine that there is a conflict of interest or that other special circumstances exist and that it should make no recommendation regarding dissolution. In that event, the decision of the Board to make no recommendation and the reasons for that decision should be communicated to the shareholders. SEE FORM 2 - RESOLUTION OF BOARD REGARDING DISSOLUTION OF THE CORPORATION2.EVERY shareholder must be notified of a shareholder's meeting to consider dissolving the corporation.SEE FORM 3 - NOTICE OF SPECIAL MEETING3.Unless the Board of Directors or the Articles of Incorporation require a greater vote, the Resolution of the Board must be approved by a majority of the shareholders.4. In the alternative, the shareholders may, without action of the Board, agree by written consent to dissolve the corporation.SEE FORM 4 - WRITTEN CONSENT OF SHAREHOLDERS5.Once the decision to dissolve the corporation has been made and approved, then you must file Articles of Dissolution.SEE FORM 5 - ARTICLES OF DISSOLUTION6.Instructions to complete FORM 5: This form MUST be legibly printed or typed.1. Provided the EXACT name of the corporation as it appears on the records of the Department of State. 2. Provide the date on which the dissolution was authorized.3. There is nothing to add to this section.4. There is nothing to add to this section.5. If the dissolution is to be a different date than the date of acceptance by the Secretary of State, indicate that date.Print or type the date the Articles are being signed, the capacity in which the signer is executing the document, and the name of the signer. Have the signer execute the document.File the original and one copy of the Articles of Dissolution and Termination.The filing fee is $20.00.NOTE: you must obtain a tax clearance verification from the Tennessee Department of Revenue that the business has properly filed all reports and paid all required taxes and penalties. If this clearance is not included, the Articles will be rejected and returned to the applicant. 7.Mail the original and one copy of the Articles of Dissolution, the tax clearance verification, and the filing fee of $20.00 (make check payable to Tennessee Department of State) to: Department of StateDivision of Business Services6TH Floor, William R. Snodgrass Tower312 Eighth Avenue NorthNashville, Tennessee 37243Telephone: 615-741-2286FAX: 615-741-73108.A transmittal letter to send with the articles is included for your use. SEE FORM A - TRANSMITTAL LETTER9.The corporation is dissolved upon the effective date of the filing of its Articles of Dissolution (unless another date is specified).IV. CLAIMS AGAINST A DISSOLVED CORPORATION1.The dissolved corporation must deliver to each of its known claimants written notice of the dissolution. SEE FORM 6 - NOTICE TO CLAIMANTS 2.The corporation may totally or partially reject any claim made by a claimant. SEE FORM 7 - NOTICE OF REJECTION OF CLAIM3.The corporation should publish a Notice to Unknown Claimants. This notice MUST be published one time in a newspaper of general circulation in the county where the corporation's principal office is or was last located.SEE FORM 8 - NOTICE TO UNKNOWN CLAIMANTSIV. SEE FORM 9 - ARTICLES OF TERMINATION1.If the corporation has not issued shares or commenced business, then that corporation may be dissolved by the Incorporators or by the Directors by the filing of Articles of Dissolution and Termination.[IF THE CORPORATION HAS ISSUED SHARES OR COMMENCED BUSINESS, GO TO # III BELOW.]2. Instructions to complete FORM 9: This form MUST be legibly printed or typed. 1. Provided the EXACT name of the corporation as it appears on the records of the Department of State. 2. Check the first space since this is a for-profit corporation.3. There is nothing to add to this section.4. There is nothing to add to this section.Print or type the date the Articles are being signed, the capacity in which the signer is executing the document, and the name of the signer. Have the signer execute the document.File the original and one copy of the Articles of Termination.The filing fee is $20.00.NOTE: Prior to this document being accepted for filing, the Division of Business Services will request tax clearance verification from the Tennessee Department of Revenue that the business has properly filed all reports and paid all required taxes and penalties. If this clearance cannot be obtained, the Articles will be rejected and returned to the applicant. You may choose to file this clearance with the Articles.3.Mail the original and one copy of the Articles of Termination, along with the filing fee of $20.00 (make check payable to Tennessee Department of State) to:Department of StateDivision of Business Services6TH Floor, William R. Snodgrass Tower312 Eighth Avenue NorthNashville, Tennessee 37243Telephone: 615-741-2286FAX: 615-741-7310 4.A transmittal letter to send with the articles is included for your use. SEE FORM A - TRANSMITTAL LETTERDisclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms. com/disclaimer.htm FORM 1 ARTICLES OF DISSOLUTION AND TERMINATION BY INCORPORATORS OR INITIAL DIRECTORS OF A FOR-PROFIT CORPORATION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/TN/TN-Diss-initial.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html. The download is quick and easy. Fill out this form, and mail it in as directed. FORM 2 RESOLUTION OF BOARD OF DIRECTORS RESOLUTION OF THE DIRECTORS OF _________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of _________________________________________________________, a Tennessee corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows:______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___._____________________________________ Director_____________________________________ Director_____________________________________ DirectorAttest:_____________________________________ Secretary SEE FORM 3 NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF _______________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of ___________________________________________________________________, a Tennessee corporation is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: _________________________________________________________________________________________________________________________________ The Purpose of the meeting is to seek stockholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors.This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting.__________________________ Secretary FORM 4 WRITTEN CONSENT OF THE STOCKHOLDERS WRITTEN CONSENT OF THE STOCKHOLDERS OF _________________________________ The undersigned, being all the shareholders of _______________________________________, a Tennessee corporation, hereby consent to the dissolution of the corporation. Dated this the ______ day of ______________________________, 20___.____________________________________ Shareholder____________________________________ Shareholder____________________________________ Shareholder FORM 5 ARTICLES OF DISSOLUTION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/TN/TN-Diss.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html. The download is quick and easy. Fill out this form, and mail it in as directed. FORM 6 NOTICE TO CLAIMANTS NOTICE TO CLAIMANT You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________, a Tennessee corporation, filed Articles of Dissolution with the Department of State.You may be able to assert the following claim against the corporation (describe claim):______________________________________________________________________________ ______________________________________________________________________________Your claim is _____ NOT ADMITTED _____ ADMITTED IN THE AMOUNT OF $______________________AS OF THE _____ DAY OF ______________, 20 _____. There _____ IS NOT _____ IS an interest obligation due in connection with you claim. Your claim must be received by __________________________________________________ (this can be no less than four months from the date of this notice). Claims must be sent to: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________YOU MUST MAIL CONFIRMATION OF YOUR CLAIM TO THE CORPORATION. EXCEPT AS ADMITTED, YOUR CLAIM WILL BE BARRED IF WRITTEN NOTICE OF YOUR IS NOT RECEIVED BY THE DEADLINE.Name of Corporation: ___________________________________________________________By: _________________________________________________________________________Title: ___________________________________ Date: _______________________________ FORM 7 NOTICE OF REJECTION OF CLAIM NOTICE OF REJECTION OF CLAIM You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________, a Tennessee corporation, rejected all or part of the claim you submitted to the corporation._____ ALL OF YOUR CLAIM WAS REJECTED._____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was rejected is: ______________________________________________________________________________ ______________________________________________________________________________Name of Corporation: ___________________________________________________________By: _________________________________________________________________________Title: ___________________________________ Date: _______________________________ FORM 8 NOTICE TO UNKNOWN CLAIMANTS NOTICE TO UNKNOWN CLAIMANTS You are hereby notified that on the _____day of _____________________________, 20 _____, __________________________________________________________________, a Tennessee corporation, filed Articles of Dissolution with the Department of State.You may be able to assert a claim against the corporation. If you have a claim against the corporation, describe the claim and mail it to the address listed below. Your claim must be received by __________________________________________________ (this can be no less than four months from the date of this notice). Claims must be sent to: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________YOU MUST MAIL CONFIRMATION OF YOUR CLAIM TO THE CORPORATION. YOUR CLAIM WILL BE BARRED IF WRITTEN NOTICE OF YOUR IS NOT RECEIVED BY THE DEADLINE.Name of Corporation: ___________________________________________________________By: _________________________________________________________________________Title: ___________________________________ Date: _______________________________ FORM 9 ARTICLES OF TERMINATION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/TN/TN-Diss-termination.pdfThe form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html. The download is quick and easy. Fill out this form, and mail it in as directed. FORM A TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ DateDepartment of StateDivision of Business Services6TH Floor, William R. Snodgrass Tower312 Eighth Avenue NorthNashville, Tennessee 37243Re: __________________________Dear Sir:Enclosed please find the original and one copy of _____________________________________ for __________________________, a Tennessee corporation. Also enclosed you will find a check for $20.00 in payment of the filing fee.Please file this document and provide a certified copy to me.Should you have any questions, or should I need to furnish further information, please feel free to contact me at the following address and telephone number: ________________________________________________________________________________________________________Thank you in advance for your assistance.Yours very truly,