(a)Manner. An LLC may be dissolved by the members:

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Terms Used In Tennessee Code 48-245-202

  • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
  • Majority vote: means with respect to a vote of the members, if voting on a per capita basis, a majority in number of the members entitled to vote on a specific matter, or if the voting is determined otherwise, a majority of the voting interest (which may be expressed as a percentage) entitled to vote on a specific matter, and with respect to a vote of the governors, a majority in number of the governors entitled to vote on a specific matter. See Tennessee Code 48-202-101
  • Member: means a person reflected in the required records of an LLC as the owner of some governance rights of a membership interest of the LLC. See Tennessee Code 48-202-101
  • Operating agreement: means a written agreement described in §. See Tennessee Code 48-202-101
  • Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
  • 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
  • Termination: means the end of an LLC's existence as a legal entity and occurs when the articles of termination are filed with the secretary of state under §. See Tennessee Code 48-202-101
  • written: means any information in the form of a document. See Tennessee Code 48-11-201
(1) Upon any event of dissolution set forth in the articles, operating agreement, or the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, requiring member action;
(2) By any procedures set forth in the articles or operating agreement; or
(3) By the members when authorized in the manner set forth in this section.
(b)Notice and Approval.

(1) The proposed dissolution must be submitted for approval at a meeting of members. Written notice shall be given to each member, whether or not entitled to vote at a meeting of members, within the time and in the manner provided in § 48-222-101 for meetings of members, and whether the meeting is a regular or a special meeting, 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.
(2) 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 shall be filed with the office of the secretary of state pursuant to § 48-245-401.
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