Tennessee § 48-249-610 - Procedure in winding up.
Full text of Tennessee Tennessee Code Annotated § 48-249-610 — Procedure in winding up., with citation guidance and answers to common questions.
§ 48-249-610. Procedure in winding up.
Winding up by merger. If the business of the LLC is wound up and terminated by the merger of the dissolved LLC into a surviving entity: The procedures stated in § 48-249-702 shall be followed; and Sections 48-249-609, 48-249-611, 48-249-612, 48-249-613 and 48-249-620 do not apply. Winding up other than by merger. If the business of the LLC is to be wound up and terminated, other than by the merger of the dissolved LLC into a surviving entity, the procedures stated in subsections (c)-(e) shall be followed. Debts of dissolved LLC. When a notice of dissolution has been filed with the secretary of state, the members of a member-managed LLC, the managers of a manager-managed LLC, or the board of directors of a director-managed LLC, as applicable, shall proceed as soon as possible to: Collect, or make provision for the collection of, all known debts due or owing to the LLC, including unperformed contribution agreements; and Except as provided in § 48-249-611, pay, or make provision for the payment of, all known debts, obligations, and liabilities of the LLC, according to their priorities under § 48-249-620. Sale of assets. Notwithstanding § 48-249-705, when a notice of dissolution has been filed with the secretary of state, the managers of a manager-managed LLC or the board of directors of a director-managed LLC may sell, lease, transfer or otherwise dispose of all, or substantially all, of the property and assets of a dissolved LLC, without a vote of the members. Distribution of remaining assets. All tangible or intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the LLC shall be distributed to the members and holders of financial rights, in accordance with § 48-249-620, subject to § 48-249-305(d). Acts 2005, ch. 286, § 1; 2006, ch. 620, § 35.
Source: official Tennessee text · Last verified 2026-08-27
Frequently Asked Questions About Tennessee § 48-249-610
What does Tennessee Code Annotated § 48-249-610 cover?
Section 48-249-610 ("Procedure in winding up.") 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 § 48-249-610?
A common citation format is "Tennessee Code Annotated § 48-249-610" (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 § 48-249-610 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.