Tennessee § 48-245-401 - Filing notice of dissolution and effect.
Full text of Tennessee Tennessee Code Annotated § 48-245-401 — Filing notice of dissolution and effect., with citation guidance and answers to common questions.
§ 48-245-401. Filing notice of dissolution and effect.
Contents. If dissolution of the LLC is approved pursuant to § 48-245-202(a), or it occurs under § 48-245-101(a)(5), the LLC shall file with the secretary of state a notice of dissolution, unless the existence and business of the LLC is continued pursuant to § 48-245-101(b). The notice must contain: The name of the LLC; and If the dissolution is approved pursuant to § 48-245-202(b), 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; or If the dissolution occurs under § 48-245-101(a)(5), by the termination of a membership interest of a member, a statement that the continued membership of a member has terminated, and the date of that termination. Winding Up. When the notice of dissolution has been filed with the secretary of state, the LLC shall cease to carry on its business, except to the extent necessary (or appropriate) for the winding up of the business of the LLC. The members shall retain the right to revoke the dissolution in accordance with § 48-245-601 and the right to remove or appoint governors or managers. The LLC's existence continues to the extent necessary to wind up the affairs of the LLC until the dissolution is revoked or articles of termination are filed with the secretary of state. Certain Mergers Permitted During Winding Up. As part of winding up, the LLC may participate in a merger with another LLC or one (1) or more foreign or domestic business entities under chapter 244 of this title, but the dissolved LLC shall not be the surviving business entity. Remedies Continued. The filing with the secretary of state of a notice of dissolution does not affect any remedy in favor of the LLC or any remedy against it or its members, governors, or managers in those capacities, except as provided in § 48-245-502. Acts 1994, ch. 868, § 1; 2016, ch. 688, § 8.
Source: official Tennessee text · Last verified 2026-08-27
Frequently Asked Questions About Tennessee § 48-245-401
What does Tennessee Code Annotated § 48-245-401 cover?
Section 48-245-401 ("Filing notice of dissolution and effect.") is part of the Tennessee Code Annotated, the codified statutory law of Tennessee. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Tennessee § 48-245-401?
A common citation format is "Tennessee Code Annotated § 48-245-401" (Tennessee). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Tennessee law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Tennessee official source linked on this page or consult a licensed Tennessee attorney.
How does Tennessee § 48-245-401 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Tennessee can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Tennessee.