(a)Notice of grounds. If the secretary of state determines that one (1) or more grounds exist under § 48-249-604 for dissolving an LLC, the secretary of state shall serve the LLC with written communication of the secretary of state’s determination, in accordance with § 48-249-113(a), except that determination may be sent by first class mail.
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Terms Used In Tennessee Code 48-249-605

  • Business: means every trade, occupation, profession, investment activity, and other lawful purpose for gain or the preservation of assets, whether or not carried on for profit. See Tennessee Code 48-249-102
  • Class: when used with reference to membership interests, means a category of membership interests that differs in one (1) or more rights or preferences from another category of membership interests of the LLC. 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
  • Registered agent: means the person designated as the registered agent of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
  • Registered office: means the office in this state that is designated as the registered office of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
  • 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 individual who holds the office of secretary of state of this state. See Tennessee Code 48-249-102
  • 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
  • written: means any information in the form of a document. See Tennessee Code 48-11-201
(b)Dissolution after notice. If the LLC does not correct each ground for administrative dissolution or demonstrate, to the reasonable satisfaction of the secretary of state, that each ground determined by the secretary of state does not exist, within two (2) months after the secretary of state’s service of the communication of the determination in the same manner as is permitted under subsection (a), the secretary of state shall administratively dissolve the LLC, by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the LLC, in the same manner as is permitted under subsection (a).
(c)Effect of administrative dissolution. An LLC that has been administratively dissolved continues its existence, but may not carry on any business except that necessary to wind up and liquidate its business and affairs under § 48-249-601 and notify claimants under § 48-249-611.
(d)Effect on registered agent and registered office. The administrative dissolution of an LLC does not terminate the designation or authority of its registered agent or registered office.
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