(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.
Terms Used In Tennessee Code 48-24-107
Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
Principal office: means the office (in or out of this state) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. See Tennessee Code 48-11-201
Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
Share: means the unit into which the proprietary interests in a corporation are divided. See Tennessee Code 48-11-201
Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Tennessee Code 48-11-201
State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(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.
