Tennessee § 48-24-101 - Dissolution by incorporators or initial directors.

§ 48-24-101. Dissolution by incorporators or initial directors.

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution and termination that set forth: The name of the corporation; The date of its incorporation; Either that: None of the corporation's shares has been issued; or The corporation has not commenced business; That no debt of the corporation remains unpaid; That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and That a majority of the incorporators or initial directors authorized the dissolution and the date dissolution was thus authorized. If the secretary of state finds that the articles of dissolution and termination of corporate existence comply with the requirements of subsection (a) and are accompanied by a tax clearance for termination or withdrawal relative to such corporation, then the secretary of state shall file the articles of dissolution and termination of corporate existence. Upon such filing, the existence of the corporation shall cease, except that the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or shareholders, for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The shareholders, directors, and officers have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim. Acts 1986, ch. 887, § 14.01; 1989, ch. 451, § 18; 2010, ch. 741, § 3. Cross-References. Applicability of business corporation law, title 48, chs. 11-27, to corporations existing on January 1, 1988, title 48, ch. 27. Monthly list of corporations surrendering charters, § 8-3-104 . Nonprofit corporations, dissolution, title 48, ch. 64. Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), No. 5-903. Tennessee Jurisprudence, 7 Tenn. Juris., Corporations, § 96. Law Reviews. Delaware LLCs for Tennessee Lawyers? (Richard Spore), 35 Tenn. B.J. 27 (1999).