(a)Notice to creditors. When a notice of dissolution has been filed with the secretary of state, and the business of the LLC is to be wound up and terminated by other than merger of the dissolved LLC into a successor entity under § 48-249-610(a), 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, in accordance with subsections (b) and (c).
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Terms Used In Tennessee Code 48-249-611

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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
  • Distribution: means a direct or indirect transfer of money or other property by an LLC, except for the issuance of its own membership interests or financial rights, with or without consideration, or an incurrence or issuance of indebtedness, whether directly or indirectly, including through a guaranty, to or for the benefit of any of its members or holders of financial rights, as applicable, in respect of membership interests or financial rights. See Tennessee Code 48-249-102
  • Entity: means , whether foreign or domestic and whether for profit or not-for-profit, limited liability companies, corporations, unincorporated associations, real estate investment trusts, statutory or business trusts or associations, estates, general partnerships, limited partnerships, registered or unregistered limited liability partnerships, limited liability limited partnerships or similar organizations, trusts, joint ventures, two (2) or more persons having a joint or common economic interest, and local, municipal, state, United States and foreign governments. See Tennessee Code 48-249-102
  • Financial rights: means a member's or holder's rights to:
    (A) Share in profits and losses, as provided in §. See Tennessee Code 48-249-102
  • holder: means a person, other than a member, owning any financial rights in an LLC. See Tennessee Code 48-249-102
  • Interest: means either or both of the following rights under the organic law of an unincorporated entity:
    (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
  • Member: means a person that has been admitted to an LLC as a member, as provided in §. See Tennessee Code 48-249-102
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Principal executive office: means the office, in or out of this state, that is designated as the principal executive 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
  • Proceeding: means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal. 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
  • Share: means the unit into which the proprietary interests in a corporation are divided. See Tennessee Code 48-11-201
  • signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. See Tennessee Code 1-3-105
  • 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
  • United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Tennessee Code 48-11-201
  • written: means any information in the form of a document. See Tennessee Code 48-11-201
(b)Disposition of known claims.

(1) An LLC may dispose of the known claims against it by following the procedure described in this subsection (b).
(2) The dissolved LLC shall notify its known claimants in writing of the dissolution, at any time after the effective date of the dissolution. The written notice shall:

(A) Describe information that is required to be included in a claim;
(B) State whether the claim is admitted or not admitted, and, if admitted:

(i) The amount that is admitted, which may be as of a given date; and
(ii) Any interest obligation, if fixed by an instrument of indebtedness;
(C) Provide a mailing address where a claim may be sent;
(D) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved LLC shall receive the claim; and
(E) 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.
(3) A claim against the dissolved LLC is barred, to the extent that it is not admitted:

(A) If the dissolved LLC delivered written notice to the claimant in accordance with subdivision (b)(2), and the claimant does not deliver a written notice of the claim to the dissolved LLC by the deadline; or
(B) 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 (3) months from the effective date of the rejection notice.
(4) For purposes of this subsection (b), “claim” does not include a contingent liability, or a claim based on an event occurring after the effective date of dissolution.
(5) For purposes of this subsection (b), written notice is effective at the earliest of the following:

(A) When received;
(B) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed;
(C) 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
(D) Twenty (20) 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.
(c)Notice by publication.

(1) 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.
(2) The notice shall:

(A) Be published one (1) time in a newspaper of general circulation in the county where the dissolved LLC’s principal executive office is or was last located;
(B) Describe the information that is required to be included in a claim and provide a mailing address where the claim may be sent; and
(C) State that a claim against the LLC will be barred, unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.
(3) If the dissolved LLC publishes a newspaper notice as provided in this subsection (c), 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) A claimant who did not receive written notice under subsection (b);
(B) A claimant whose claim was timely sent to the dissolved LLC, but not acted on; or
(C) A claimant whose claim is contingent, or based on an event occurring after the effective date of dissolution.
(4) A claim may be enforced under this subsection (c):

(A) Against the dissolved LLC, to the extent of its undistributed assets; or
(B) If the assets have been distributed in liquidation, against a member or holder of financial rights of the dissolved LLC, to the extent of the member’s or holder’s pro rata share of the claim or the LLC assets distributed to the member or holder in liquidation, whichever is less, but a member’s or holder’s total liability for all claims under this subsection (c) may not exceed the total amount of assets distributed to the member or holder.
(d)Effect of noncompliance. If the dissolved LLC does not comply with subsection (b) or (c), then claimants against the LLC not barred by this section may enforce their claims:

(1) Against the dissolved LLC, to the extent of its undistributed assets; or
(2) If the assets have been distributed in liquidation, against a member or holder of financial rights of the dissolved LLC to the extent of the member’s or holder’s pro rata share of the claim, or the LLC assets distributed to the member or holder in liquidation, whichever is less, but a member’s or holder’s total liability for all claims under this section may not exceed the total amount of assets distributed to the member or holder; provided, that a claim may not be enforced against a member or holder of a dissolved LLC who received a distribution in liquidation after three (3) years from the date of the filing of articles of termination.
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