(a) If dissolution of the cooperative is approved pursuant to § 43-38-1002(a), the cooperative shall file with the secretary of state a notice of dissolution that contains:

Terms Used In Tennessee Code 43-38-1008

  • Business entity: means a corporation, limited liability company, limited liability partnership or other legal entity, association or body vested with the power or function of a legal entity. See Tennessee Code 43-38-103
  • Cooperative: means an association organized under this title conducting business on a cooperative plan as provided under this chapter. See Tennessee Code 43-38-103
  • Filed with the secretary of state: means that a document meeting the applicable requirements of this chapter, signed and accompanied by the required filing fee, has been delivered to the secretary of state of this state. See Tennessee Code 43-38-103
  • Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 43-38-103
  • 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 a cooperative's existence as a legal entity and occurs when the articles of termination are filed with the secretary of state under §. See Tennessee Code 43-38-103
(1) The name of the cooperative; and
(2) If the dissolution is approved pursuant to § 43-38-1002(f), the date of the meeting at which the resolution was approved, and a statement that the requisite vote of the members was received, or that members validly took action without a meeting.
(b) When the notice of dissolution has been filed with the secretary of state, the cooperative shall cease to carry on its business, except to the extent necessary for the winding up of the business of the cooperative. The members shall retain the right to revoke the dissolution in accordance with § 43-38-1013 and the right to remove or appoint directors or officers. The cooperative existence continues to the extent necessary to wind up the affairs of the cooperative until the dissolution is revoked or articles of termination are filed with the secretary of state.
(c) As part of winding up, the cooperative may participate in a merger with another cooperative or one (1) or more domestic business entities under §§ 43-38-122 and 43-38-123, but the dissolved cooperative shall not be the surviving business entity.
(d) The filing with the secretary of state of a notice of dissolution does not affect any remedy in favor of the cooperative or any remedy against it or its members, directors, or officers in those capacities, except as provided in § 43-38-1010.
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