Effect of Dissolution

1. Law
2. Tennessee Code
3. Securities, Corporations and Associations
4. Dissolution
5. Voluntary Dissolution
6. Effect of Dissolution

1. A dissolved corporation continues its corporate existence but may not carry on any business, except that appropriate to wind up and liquidate its business and affairs, including:
   1. Collecting its assets;
   2. Conveying and disposing of its properties that will not be distributed in kind to its shareholders;
   3. Discharging or making provision for discharging its liabilities;
   4. Distributing its remaining property among its shareholders according to their interests; and
   5. Doing every other act necessary to wind up and liquidate its business and affairs.
2. Dissolution of a corporation does not:
   1. Transfer title to the corporation's property;
   2. Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;
   3. Subject its directors or officers to standards of conduct different from those prescribed in chapter 18 of this title;
   4. Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;
   5. Prevent commencement of a proceeding by or against the corporation in its corporate name;
   6. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
   7. Terminate the authority of the registered agent of the corporation.

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