What happens when a corporation is administratively dissolved?

Administrative dissolution is an action taken by the Secretary of State that results in the loss of a business entity's rights, powers and authority. Reinstatement is the action taken that restores an administratively dissolved business entity's rights, powers, and authority.

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Tennessee Dissolution Package to Dissolve Corporation

Tennessee Dissolution Package to Dissolve Corporation

Q: How do I close my small business in Tennessee?

Have a board of directors&#039; meeting. Have a shareholders&#039; meeting in order to approve the motion to dissolve the corporation. Submit a written Consent to Dissolution to the Tennessee Secretary of State. Submit any required annual reports to the Tennessee Secretary of State.

Category:

Corporations - Dissolution

State:

Tennessee

Control #:

TN-DP-0001

Format:

Instant download

Description

The dissolution of a corporation package contains all forms to dissolve a corporation in Tennessee, step by step instructions, addresses, transmittal letters, and other information.

Definition and meaning

The Tennessee Dissolution Package to Dissolve Corporation is a legal set of documents that enable a corporation in Tennessee to voluntarily end its business operations and dissolve its corporate entity. This package is essential for ensuring that all legal requirements are met and that the dissolution process is conducted properly, thereby protecting the interests of shareholders, directors, and creditors.

How to complete a form

To complete the Tennessee Dissolution Package, follow these steps:

Identify the appropriate form based on whether the corporation has issued shares or commenced business.
Provide the exact name of the corporation as it appears on state records.
Fill in the date the Articles of Incorporation were filed.
Sign and date the form in the appropriate sections.
Include any required fees and submit the forms to the appropriate state department.

Ensure that all information is accurate to avoid delays in the processing of the dissolution.

State-specific requirements

In Tennessee, specific requirements must be fulfilled for a corporation to dissolve legally:

A majority of the shareholders must approve the dissolution.
Articles of Dissolution must be filed with the Secretary of State.
A certificate verifying that all taxes have been paid must accompany the dissolution documents.
The corporation must ensure that all business affairs are wound up appropriately before completing the process.

Non-compliance with these requirements can result in the rejection of the dissolution filing.

Benefits of using this form online

Utilizing the Tennessee Dissolution Package online offers several advantages:

Convenience: Users can access and complete forms from anywhere without visiting an office.
Efficiency: Online submissions can streamline the process, reducing wait times for filings.
Guidance: Online platforms often provide step-by-step instructions and support, making the process easier for those unfamiliar with legal procedures.

Common mistakes to avoid when using this form

When completing the Tennessee Dissolution Package, avoid these common errors:

Failing to provide the correct name of the corporation as it appears on official records.
Not obtaining the necessary tax clearance prior to filing.
Omitting required signatures on the form.
Neglecting to notify all shareholders properly before the dissolution vote.

By avoiding these mistakes, users can ensure a smoother dissolution process without unnecessary delays.

What documents you may need alongside this one

In addition to the Tennessee Dissolution Package, the following documents may be required:

Certificate of good standing from the Department of State.
Tax clearance certificate from the Tennessee Department of Revenue.
Internal records verifying shareholder consent for dissolution.

Ensure all required documentation is gathered before initiating the dissolution process.

Key takeaways

The Tennessee Dissolution Package is essential for any corporation looking to dissolve legally. Key points include:

Understanding the voluntary dissolution process and requirements.
Ensuring compliance with state laws to avoid complications.
The benefits of conducting the process online for ease and speed.

By following the outlined steps and avoiding common mistakes, the dissolution can be managed effectively.

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FAQ

Administrative dissolution is an action taken by the Secretary of State that results in the loss of a business entity's rights, powers and authority. Reinstatement is the action taken that restores an administratively dissolved business entity's rights, powers, and authority.

Hold a Directors meeting and record a resolution to Dissolve the Tennessee Corporation. Hold a Shareholder meeting to approve Dissolution of the Tennessee Corporation. File a Written Consent to Dissolution with the TN Secretary of State.

Hold a board of directors meeting and formally move to dissolve your corporation. Fill out and file the appropriate dissolution documents with the Tennessee Secretary of State. Fulfill all tax obligations with the state of Tennessee, as well as with the IRS.

Have a board of directors' meeting. Have a shareholders' meeting in order to approve the motion to dissolve the corporation. Submit a written Consent to Dissolution to the Tennessee Secretary of State. Submit any required annual reports to the Tennessee Secretary of State.

Dissolve the Legal Entity (LLC or Corporation) with the State. An LLC or Corporation needs to be officially dissolved. Pay Any Outstanding Bills. You need to satisfy any company debts before closing the business. Cancel Any Business Licenses or Permits. File Your Final Federal and State Tax Returns.

Failing to dissolve the corporation allows third parties to continue to sue the corporation as if it is still in operation. A judgment might mean that shareholders use the money received from distributed assets when the corporation closed down to satisfy judgments against the corporation.

Step 1: Corporation or LLC action. Step 2: Filing the Certificate of Dissolution with the state. Step 3: Filing federal, state, and local tax forms. Step 4: Notifying creditors your business is ending. Step 5: Settling creditors' claims.

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Tennessee Dissolution Package to Dissolve Corporation

TENNESSEE CORPORATE DISSOLUTION

Statutory Reference:

TENNESSEE CODE, Â§Â§48-24-101 through 48-24-108

General Discussion:

A Tennessee "for profit" corporation may be dissolved in three different ways: voluntarily, administratively (TENNESSEE CODE, Â§Â§48-24-201 through 48-24-25), of judicially (TENNESSEE CODE, Â§Â§48-24-301 through 48-24-304).Â This form packet deals ONLY with the voluntary dissolution of a Tennessee corporation.

If a corporation has not issued shares or has not commenced business, then it may dissolve by filing with the Secretary of State Articles of dissolution setting forth the mandatory statutory information.Â This action is the decision of a majority of the incorporators or initial directors.

If the Secretary of State finds that the statutory requirements have been met, AND THAT THE ARTICLES ARE ACCOMPANIED BY A CERTIFICATE FROM THE COMMISSIONER OF REVENUE VERIFYING THAT ALL TAXES HAVE BEEN PAID AND ALL REPORTS FILED, then the Secretary files the Articles of Dissolution and terminates the corporate existence.

Termination of corporate existence in this manner does not affect any pre-termination claim by or against the corporation or its directors, officers, or shareholders.

In the alternative, the corporation may be dissolved by the written consent of the shareholders entitled to vote (by a majority or such other number as the Articles of Incorporation or By-Laws might require) or upon the recommendation of dissolution to the shareholders by the Board of Directors.

The shareholders must be given written notification of the recommendation of the Board to dissolve and tat recommendation must be approved by a majority of the shareholders entitled to vote or such other number as the Articles of Incorporation, the By-Laws, or the Board might require.

A corporation may revoke its dissolution at any time prior to the filing of the articles of termination of corporate existence by the secretary of state.Â Any such revocation of the decision to dissolve must be authorized by shareholders in the same manner that the initial dissolution was approved. The initial decision to dissolve may include a provision that the board can revoke the decision to dissolve, in which case that action may be taken by the Board without further shareholder action.

A dissolved corporation continues to exist for the purposes for the sole purpose ofÂ "winding up' its business affairs and it may not carry on any new business outside of the actions necessary to accomplish the winding up process.Â The winding up process includes:
1. Collecting corporate assets.
2. Disposing of property that will not be distributed to shareholders.
3. Paying or making provisions to pay corporate liabilities.
4. Distributing assets to shareholders.
5. Doing any other act necessary to wind up the affairs of the corporation.

The act of dissolving a corporation does not, in and of itself:
1. Transfer title to the corporation's property.
2. Prevent transfer of its shares or securities.
3. Subject the directors or officers to standards of conduct different from those required of them in the normal course of business as set forth by statutes or the By-Laws of the corporation.
4. Change any quorum or voting requirements for its board of directors or shareholders, or change any other requirements of the Articles of Incorporation or By-Laws.
5. Prevent commencement of suits by or against the corporation.
6. Abate or suspend a proceeding pending by or against the corporation on the effective date of Dissolution.
7. Terminate the authority of the registered agent of the corporation.
Â

A dissolved corporation may dispose of the known claims against it by following these statutory requirements:
The corporation must notify its known claimants in writing of the dissolution after the effective date of the dissolution. The written notice must:
1. Describe information that must be included in a claim;
2. State whether the claim is admitted, or not admitted, and if admitted:
3. The amount that is admitted, which may be as of a given date; and
4. Any interest obligation if fixed by an instrument of indebtedness;
5. Provide a mailing address where a claim may be sent;
6. State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved corporation must receive the claim; and
7. State that, except as admitted, the claim will be barred if written notice of the claim is not received by the deadline set out.

A claim against the dissolved corporation is barred to the extent that it is not admitted:
1. If the corporation delivers written notice to the claimant and the claimant does not deliver a written notice of its claim to the corporation by the deadline; or
2. If the corporation delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice.

A "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

The corporation may also publish notice of dissolution and request that persons with claims against the corporation present them in accordance with the notice.Â The notice must:
1. Be published one (1) time in a newspaper of general circulation in the county where the corporation's principal office (or, if none in this state, its registered office) is or was last located;
2. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
3. State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.

As to the following claimants, if the corporation publishes a newspaper notice as set out above, the claim of each is barred unless the claimant commences a proceeding to enforce the claim against the corporation within two (2) years after the publication date of the newspaper notice:
1. A claimant who did not receive written notice as set out above. under Â§ 48-24-106;
2. A claimant whose claim was timely sent to the corporation but not acted on;
3. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

A claim may be enforced against the dissolved corporation, to the extent of its undistributed assets, or, if the assets have been distributed in liquidation, against a shareholder of the dissolved
corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims may not exceed the total amount of assets distributed to the shareholder.

When a corporation has distributed all its assets to its creditors and shareholders, Articles of Termination are filed with the Secretary of State.Â If the secretary of state finds that the articles of termination of corporate existence comply with the statutory requirements, and if the articles are accompanied by a certificate from the commissioner of revenue that the corporation has properly filed all reports and paid all taxes and penalties required by revenue laws of this state, the secretary of state shall file the articles of termination of corporate existence.

When the Secretary of State files the Articles of Termination, the existence of the corporation ceases, 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.

Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.

Tennessee Dissolution Package to Dissolve Corporation

TENNESSEE CORPORATE DISSOLUTION

Statutory Reference:

TENNESSEE CODE, Â§Â§48-24-101 through 48-24-108

General Discussion:

Termination of corporate existence in this manner does not affect any pre-termination claim by or against the corporation or its directors, officers, or shareholders.

A "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.

Tennessee Dissolution Package to Dissolve Corporation

Description

Definition and meaning

How to complete a form

State-specific requirements

Benefits of using this form online

Common mistakes to avoid when using this form

What documents you may need alongside this one

Key takeaways

Related forms

Viewed forms

How to fill out Tennessee Dissolution Package To Dissolve Corporation?

Form popularity

FAQ

What happens when a corporation is administratively dissolved?

How do I close a corporation in Tennessee?

How do I dissolve a corporation in Tennessee?

How do I close my small business in Tennessee?

How do I dissolve an inactive corporation?

What happens if you do not dissolve a corporation?

How do I shut down a corporation?

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