Tennessee § 48-64-109 - Articles of termination of corporate existence.
Full text of Tennessee Tennessee Code Annotated § 48-64-109 — Articles of termination of corporate existence., with citation guidance and answers to common questions.
§ 48-64-109. Articles of termination of corporate existence.
When a corporation has distributed all its assets to its creditors and other parties authorized by chapters 51-68 of this title and voluntary dissolution proceedings have not been revoked, it shall deliver to the secretary of state for filing articles of termination of corporate existence. The articles shall set forth: The name of the corporation; That all the assets of the corporation have been distributed to its creditors and other parties authorized by chapters 51-68 of this title; and That the dissolution of the corporation has not been revoked. If the secretary of state finds that the articles of termination of corporate existence comply with the requirements of subsection (a), and if the articles 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. Unless a claim is barred pursuant to § 48-64-107 or § 48-64-108, the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers, or members, 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 members, 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 1987, ch. 242, § 14.09; 2010, ch. 741, § 16. Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), No. 5-2308.
Source: official Tennessee text · Last verified 2026-08-27
Frequently Asked Questions About Tennessee § 48-64-109
What does Tennessee Code Annotated § 48-64-109 cover?
Section 48-64-109 ("Articles of termination of corporate existence.") 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 § 48-64-109?
A common citation format is "Tennessee Code Annotated § 48-64-109" (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 § 48-64-109 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.