(a) An LLC administratively dissolved under § 48-245-302 may apply to the secretary of state for reinstatement following administrative dissolution. The application must:

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Terms Used In Tennessee Code 48-245-303

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Business: includes every trade, occupation, profession, investment activity and other lawful purpose for gain or the preservation of assets whether or not carried on for profits. See Tennessee Code 48-202-101
  • Confirmation of good standing: means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that at the time such confirmation is issued an LLC or a foreign LLC is current on all taxes and penalties to the satisfaction of the commissioner. See Tennessee Code 48-202-101
  • 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
  • Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
  • 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
(1) Be accompanied by a confirmation of good standing relative to such LLC;
(2) Recite the name of the LLC at its date of administrative dissolution;
(3) State that the ground or grounds for dissolution either did not exist or have been eliminated; and
(4) State an LLC name that satisfies the requirements of § 48-207-101;
(b)

(1) If the secretary of state determines that the application is accompanied by the confirmation of good standing and contains the 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 LLC in accordance with § 48-208-104.
(2) If the LLC name in subdivision (a)(4) is different than the LLC name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the articles insofar as it pertains to the LLC’s 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 LLC resumes carrying on its business as if the administrative dissolution had never occurred.
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