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LIMITED LIABILITY COMPANY DISSOLUTION PACKET: TENNESSEE Electronic Version INTRODUCTORY NOTES AND LAW SUMMARY STATUTORY REFERENCE TENNESSEE CODE, §§ 48-245-101 through 48-245-1201 A Tennessee limited liability company (LLC) may be dissolved in three different ways: voluntarily, administratively, or judicially. This form packet deals ONLY with the voluntary dissolution of a Tennessee LLC. Dissolution EventsAn LLC is dissolved upon the occurrence of any of the following events: Upon the expiration of the period stated in the articles of organization;By the organizers or by the members or upon the occurrence of an event specified in the articles of organization or operating agreement; Judicially by court order; Administratively by the secretary of state;Unless the articles or operating agreement provide that one or more of the following events will not constitute an event of dissolution: 1. Death of any member; 2.Retirement from membership of any member; 3. Resignation or other withdrawal of any member; 4.Acquisition of a member's complete membership interest by the LLC; 5.Assignment of a member's governance rights which leaves the assignor with no governance rights; 6.Expulsion of any member if expulsion is permitted by the articles; 7.Bankruptcy of any member; 8.Dissolution of any member; 9. Insanity of any member; or 10.The occurrence of any other event that terminates the continued membership of a member in The LLC.  For LLCs formed on or after July 1, 1999, or for LLCs formed prior to July 1, 1999, that elect by providing in their articles for the amendments by Acts 1999, ch. 455, regarding dissolution events to apply to such LLC, the LLC shall be dissolved upon the occurrence of: 1.In accordance with § 48-245-202 or any event specified in the articles or operating agreement including, but not limited to, events of withdrawal by a member or action or procedure as set forth in the articles or operating agreement; or 2.A merger in which the LLC is not the surviving organization. However, a LLC is not dissolved and is not required to be wound up by reason of any event that terminates the continued membership of a member if there is at least one (1) remaining member and the existence and business of the LLC are continued by the consent of a majority vote of the remaining members (or such greater vote of the remaining members as provided in the articles). Member consent must be obtained no later than ninety (90) days after the dissolution event. The granting of consent is at the discretion of each member, but may be unreasonably withheld. A dissolved LLC must be wound up and terminated as provided by statute. ~ SPECIAL CASE ~ Dissolution By Initial Organizers A LLC that has not accepted initial contributions from members may be dissolved and terminated by the organizer(s) by filing articles of termination with the Secretary of State. Dissolution is effective when the articles of termination are filed. No other steps need be taken. Download the form from the link below. Mail in the completed, signed form and one copy to the address on the form. THERE IS A $20.00 FILING FEE. Make check payable to: Secretary of State. 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-DissLLC-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. Dissolution By Members (after LLC has begun business)A LLC may be dissolved by the members: Upon any event of dissolution set forth in the articles, operating agreement, or the Tennessee Limited Liability Company Act; By any procedures set forth in the articles or operating agreement; or By the members when authorized in the manner set forth in the Tennessee Limited Liability Company Act. A proposed dissolution must be submitted for approval at a meeting of members. Written notice must be given to each member, whether or not entitled to vote at a meeting of members. The meeting must be within the time and in the manner statutorily provided for meetings of members, and whether the meeting is a regular or a special meeting, the written notice must state that a purpose of the meeting is to consider dissolving the LLC and that dissolution must be followed by the winding up and termination of the LLC. If the proposed dissolution is approved at a meeting by a majority vote (or such greater vote as may be provided for in the articles or operating agreement), the LLC must be dissolved and notice of dissolution must be filed with the secretary of state.Notice of DissolutionThe LLC must file with the secretary of state a notice of dissolution, unless the existence and business of the LLC is continued. Winding Up - GenerallyWhen the notice of dissolution has been filed with the secretary of state, the LLC must cease to carry on its business, except to the extent necessary (or appropriate) for the winding up of the business of the LLC. The members retain the right to revoke and the right to remove or appoint governors or managers. The LLC's existence continues to the extent necessary to wind up the affairs of the LLC until the dissolution is revoked or articles of termination are filed with the secretary of state. As part of winding up, the LLC may participate in a merger with another LLC or one or more foreign or domestic business entities, but the dissolved LLC shall not be the surviving business entity. The filing with the secretary of state of a notice of dissolution does not affect any remedy in favor of the LLC or any remedy against it or its members, governors, or managers in those capacities, except as provided in § 48-245-502. Winding Up - Procedures If the business of the LLC is to be wound up and terminated other than by merging the dissolved LLC into a surviving business entity, the following procedures must be followed. When a notice of dissolution has been filed with the secretary of state, the board of governors of a board-managed LLC, the members of a member-managed LLC, or the managers acting under the direction of the members or board of governors must proceed as soon as possible to: (1) Collect or make provision for the collection of all known debts due or owing to the LLC, including unperformed contribution agreements; and (2) Pay or make provision for the payment of all known debts, obligations, and liabilities of the LLC according to their priorities. (See below Disposing of Known and Unknown Claims). When a notice of dissolution has been filed with the secretary of state, the governors of a board-managed LLC may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of a dissolved LLC without a vote of the members. All tangible or intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the LLC must be distributed to the members in accordance with § 48-236-103 and § 48-245-1101. Disposing of Known and Unknown ClaimsWhen a notice of dissolution is filed with the secretary of state, then the LLC may give notice of the filing to each creditor of and claimant against the LLC, known or unknown, present or future, and contingent or noncontingent.An LLC may dispose of the known claims against it by following these procedures:To dispose of known claims against it, the dissolved LLC must notify its known claimants, at any time after the effective date of the dissolution, in writing of the dissolution. The written notice must:  Describe information that must be included in a claim; State whether the claim is admitted, or not admitted, and if admitted: 1.The amount that is admitted, which may be as of a given date; and 2.Any interest obligation if fixed by an instrument of indebtedness; Provide a mailing address where a claim may be sent; State the deadline (not fewer than four months from the effective date of the written notice) by which the dissolved LLC must receive the claim; and State that, except to the extent that any claim is admitted, the claim will be barred if written notice of the claim is not received by the deadline. A claim against the dissolved LLC is barred to the extent that it is not admitted: If the dissolved LLC delivered written notice to the claimant in accordance with the statute and the claimant does not deliver a written notice of the claim to the dissolved LLC by the deadline; or If the dissolved LLC 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 months from the effective date of the rejection notice. "Claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. Written notice is effective at the earliest of the following: When received; Five days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon;  On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or Twenty days after deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed. A dissolved LLC may also publish notice of its dissolution and request that persons with claims against the LLC present them in accordance with the notice. The notice must:Be published one time in a newspaper of general circulation in the county where the dissolved LLC's principal executive office is or was last located; Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and State that a claim against the LLC will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice. If the dissolved LLC publishes a newspaper notice in accordance with the statute, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved LLC within two (2) years after the publication date of the newspaper notice:  A claimant who did not receive written notice under § 48-245-502(b); A claimant whose claim was timely sent to the dissolved LLC but not acted on; or A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. A claim may be enforced: Against the dissolved LLC, to the extent of its undistributed assets; or If the assets have been distributed in liquidation, against a member of the dissolved LLC to the extent of the member's pro rata share of the claim or the LLC assets distributed to the member in liquidation, whichever is less. A member's total liability for all may not exceed the total amount of assets distributed to the member. If the dissolved LLC does not comply with the statutory notice provisions, then claimants against the LLC may enforce their claims: Against the dissolved LLC to the extent of its undistributed assets; or If the assets have been distributed in liquidation, against a member of the dissolved LLC to the extent of the member's pro rata share of the claim or the LLC assets distributed to the member in liquidation, whichever is less. A member's total liability for all claims may not exceed the total amount of assets distributed to the member; provided, however, that a claim may not be enforced against a member of a dissolved LLC who received a distribution in liquidation after three years from the date of the filing of articles of termination. Articles of TerminationArticles of termination are filed with the secretary of state upon the dissolution and the completion of winding up of the LLC. Effective date of Articles of TerminationWhen the articles of termination have been filed with the secretary of state, the existence of the LLC is terminated. Supervised Winding Up and TerminationAfter an event of dissolution and before a certificate of termination has been issued, the LLC or, for good cause shown, a member or creditor may apply to a court within the county in which the registered office of the LLC is situated to have the dissolution conducted or continued under the supervision of the court.Disposition of LLC AssetsUpon the winding up of an LLC, the assets shall be distributed as follows: To creditors, including members who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the LLC (whether by payment or the making of reasonable provisions for payment thereof) other than: 1.Liabilities for which reasonable provision for payment has been made; and 2.Liabilities for distributions to members under § 48-236-102; Unless otherwise provided in the articles or operating agreement, to members and former members in satisfaction of liabilities for distributions under § 48-236-102; and Unless otherwise provided in the articles or operating agreement, to members, first, for the return of their contributions including any restated value thereof, and, second, respecting their membership interests, in the proportions in which the members share in distributions. Any distributions in any form other than cash shall be in accordance with § 48-236-103. An LLC which has dissolved must pay (or make reasonable provision to pay) all claims and obligations, including all contingent, conditional or unmatured claims and obligations which are known to the LLC and all claims and obligations which are known to the LLC but for which the identity of the claimant is unknown. If there are sufficient assets, claims and obligations must be paid in full and any provision for payment made must be made in full. If there are insufficient assets, claims and obligations are to be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in articles or operating agreement, any remaining assets shall be distributed as provided in chapters 201-248 of this title. Obligations Incurred During Winding UpAll known contractual debts, obligations, and liabilities incurred in the course of winding up and terminating the LLC's affairs must be paid or provided for by the LLC before the distribution of assets to a member. A person to whom this kind of debt, obligation, or liability is owed but not paid may pursue any remedy before the expiration of the applicable statute of limitations against the managers and governors of the LLC who are responsible for, but who fail to cause, the LLC to pay or make provision for payment of the debts, obligations, and liabilities or against members.Omitted AssetsTitle to assets remaining after payment of all debts, obligations, or liabilities and after distributions to members may be transferred by a court in this state.Suit After Termination.After an LLC has been terminated, any of its former managers, governors, or members may assert or defend, in the name of the LLC, any claim by or against the LLC. STEPS TO DISSOLVE A TENNESSEE LLC Step 1:SEE FORM 1 - RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION (If the decision to dissolve is made by the organizer(s), SEE FORM 4.) Step 2:SEE FORM 2 - NOTICE OF DISSOLUTIONInstructions to complete the Notice of Dissolution: The Notice should be typed or printed legibly in black ink.1. Provide the name of the LLC.2. Indicate how the dissolution was approved by the members OR the basis for the dissolution.3. If the dissolution is not to be effective on filing, indicate the effective date (cannot be more than 90 days after filing).Provide the date of signing, the signer's capacity, the name of the LLC, the signature of the person signing the Notice, and the typed/printed name of the signer. File the original and one copy.There is a $20.00 fee for this filing.Mail the original and one copy of the NOTICE OF DISSOLUTION and the $20.00 filing fee (make check payable to the Secretary of State) to:Department of StateCorporate Filings6TH Floor, William R. Snodgrass Tower312 Eighth Avenue NorthNashville, Tennessee 37243Telephone: 615-741-2286FAX: 615-741-7310 A transmittal letter to send with the Notice is included for your use. SEE FORM A - TRANSMITTAL LETTER (Notice of Dissolution)Step 3:Complete the winding up process as set out above in the Introductory Notes.SEE FORM 3 - NOTICE TO CLAIMANTSSEE FORM 4 - NOTICE TO CLAIMANTS (For Publication) SEE FORM 5 - NOTICE OF REJECTION OF CLAIM Step 4: When you have completed the winding up process, you are ready to file the Articles of Termination.SEE FORM 6 - ARTICLES OF TERMINATIONInstructions to complete the Articles of Dissolution: The Articles should be typed or printed legibly in black ink.1. Provide the name of the LLC.2. Provide the date the Articles of Organization were filed.3. Provide (briefly) the reason for filing the Articles of Termination (for example, out of business). 4. Check this space provided.5. If there is any other information that you feel you need to provide, do so in this section. Provide the date of signing, the signer's capacity, the name of the LLC, the signature of the person signing the Notice, and the typed/printed name of the signer. File the original and one copy.The filing fee is $20.00.Mail the original and one copy of the ARTICLES OF DISSOLUTION and the $20.00 filing fee (make check payable to the Secretary of State) to:Department of StateCorporate Filings6TH Floor, William R. Snodgrass Tower312 Eighth Avenue NorthNashville, Tennessee 37243Telephone: 615-741-2286FAX: 615-741-7310 A transmittal letter to send with the Articles of Termination is included for your use. SEE FORM B - TRANSMITTAL LETTER (Articles of Termination) * * * Disclaimer: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 A TRANSMITTAL LETTER (Notice of Dissolution) Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date:Department of StateCorporate Filings6TH Floor, William R. Snodgrass Tower312 Eighth Avenue NorthNashville, Tennessee 37243Re: __________________________Dear Sir:Enclosed please find the original and one copy of Notice of Dissolution for ______________________________________________, a Tennessee limited liability company. Also, enclosed is the $20.00 filing fee.Please file this document and provide a "filed" 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, FORM B TRANSMITTAL LETTER (Articles of Termination) Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date:Department of StateCorporate Filings6TH Floor, William R. Snodgrass Tower312 Eighth Avenue NorthNashville, Tennessee 37243Re: __________________________Dear Sir:Enclosed please find the original and one copy of Articles of Termination for ______________________________________________, a Tennessee limited liability company. Also, enclosed is the $20.00 filing fee.Please file this document and provide a "filed" 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, FORM 1 RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION RESOLUTION OF MEMBERS OF ________________________________________ A TENNESSEE LIMITED LIABILITY COMPANY The undersigned, being all the members of _______________________________________, a Tennessee limited liability company, hereby resolve to dissolve and consent to the dissolution of the limited liability company. Dated this the ______ day of ______________________________, 20___.____________________________________ Member____________________________________ Member____________________________________ Member FORM 2 NOTICE 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-DissLLC-notice.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 3 NOTICE TO CLAIMANTS NOTICE TO CLAIMANT You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________________, a Tennessee limited liability company, filed a Notice of Dissolution with the Department of State.You may be able to assert the following claim against the LLC (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 LLC. EXCEPT AS ADMITTED, YOUR CLAIM WILL BE BARRED IF WRITTEN NOTICE OF YOUR IS NOT RECEIVED BY THE DEADLINE.Name of Limited Liability Company: _______________________________________________By: _________________________________________________________________________Title: ___________________________________ Date: _______________________________ FORM 4 NOTICE TO UNKNOWN CLAIMANTS (For Publication) NOTICE TO UNKNOWN CLAIMANTS You are hereby notified that on the _____day of _____________________________, 20 _____, __________________________________________________________________, a Tennessee corporation, filed a Notice of Dissolution with the Department of State.You may be able to assert a claim against the LLC. If you have a claim against the LLC, 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 LLC. Name of Limited Liability Company: _______________________________________________By: _________________________________________________________________________Title: ___________________________________ Date: _______________________________ FORM 5 NOTICE OF REJECTION OF CLAIM NOTICE OF REJECTION OF CLAIM You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________________, a Tennessee limited liability company, 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 Limited Liability Company: _______________________________________________By: _________________________________________________________________________Title: ___________________________________ Date: _______________________________ FORM 6 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-DissLLC-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. 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