Tennessee Articles of Termination by the Organizers is a document used to dissolve a business entity in the state of Tennessee. This document must be filed with the Tennessee Secretary of State in order to officially dissolve a business. There are two types of Tennessee Articles of Termination by the Organizers: Articles of Termination for a Corporation and Articles of Termination for a Limited Liability Company (LLC). Articles of Termination for a Corporation must include the name of the corporation, the date of its incorporation, the corporation's registered office address, the corporation's registered agent, the corporation's federal tax identification number, the date of termination, and a statement of dissolution. Articles of Termination for an LLC must include the name of the LLC, the date of its formation, the LLC's registered office address, the LLC's registered agent, the LLC's federal tax identification number, the date of termination, and a statement of dissolution. Both documents must be signed by a majority of the organizers of the business entity. Upon filing the Articles of Termination, the business entity will be officially dissolved and its existence will be terminated in the state of Tennessee.
Tennessee Articles of Termination by the Organizers
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The Tennessee withdrawal forms are in your online account when you sign up for registered agent service and are available on the DBS website. Deliver your corporation or LLC's original application for withdrawal and the filing fee by mail or in person.
Filing dissolution documents is the first step and requires the business to wind-up its business and affairs. Once that is complete and the entity has obtained a Certificate of Tax Clearance for Termination/Withdrawal from the Tennessee Department of Revenue, the business entity may file termination documents.
Tennessee requires the following: County filing. If the LLC's principal office is in Tennessee, a copy of the Articles of Organization must be filed with that county's government. If the principal office is not in Tennessee, no county filing is required.
The first step in terminating a Tennessee LLC is to file Form SS-4246, Notice of Dissolution (Limited Liability Company) with the Department of State, Division of Business Services (DBS). After you file notice of dissolution and wind up your business, you will have to file the appropriate Articles of Termination.
To close an LLC completely, you need to file a final tax return with the state and the IRS. Make sure you check the box to show this is the final return for the LLC. Fill out Schedule K-1 and give a copy to each member so that they know what to report on their own personal taxes in terms of losses and gains.
Most account changes and closures can be handled through TNTAP, or by calling us at (615) 253-0600.
Submit a written Consent to Dissolution to the Tennessee Secretary of State. Submit any required annual reports to the Tennessee Secretary of State. Pay off any outstanding business debts. Pay any outstanding taxes and administrative fees.