§ 48-24-101 Dissolution by Incorporators or Initial Directors
§ 48-24-102 Dissolution by Board of Directors and Shareholders
§ 48-24-103 Articles of Dissolution
§ 48-24-104 Revocation of Dissolution
§ 48-24-105 Effect of Dissolution
§ 48-24-106 Known Claims Against Dissolved Corporation
§ 48-24-107 Unknown Claims Against Dissolved Corporation
§ 48-24-108 Articles of Termination of Corporate Existence
§ 48-24-109 Discharge or Reasonable Provision to Be Made for Payment of Claims — Liability of Directors

Terms Used In Tennessee Code > Title 48 > Chapter 24 > Part 1 - Voluntary Dissolution

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • board of directors: means the governing board of a corporation, whether denominated the board of directors or otherwise, except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to §. See Tennessee Code 48-51-201
  • 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
  • Bylaws: means the code or codes of rules (other than the charter) adopted pursuant to Chapters 51 68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See Tennessee Code 48-51-201
  • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
  • 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.
  • Directors: means natural persons, designated in the charter or bylaws or elected or appointed by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described. See Tennessee Code 48-51-201
  • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
  • Interest: means either or both of the following rights under the organic law of an unincorporated entity:

    1. The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201
    2. Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
    3. 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.
    4. 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
    5. Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
    6. Property: includes both personal and real property. See Tennessee Code 1-3-105
    7. Quorum: The number of legislators that must be present to do business.
    8. Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
    9. Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
    10. Share: means the unit into which the proprietary interests in a corporation are divided. See Tennessee Code 48-11-201
    11. 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
    12. 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
    13. Tax clearance for termination or withdrawal: means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that an LLC or a foreign LLC has filed all applicable reports, including, but not limited to, a final report, and has paid all fees, penalties and taxes as required by the revenue laws of this state. See Tennessee Code 48-202-101
    14. 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
    15. written: means any information in the form of a document. See Tennessee Code 48-11-201