Grounds for Administrative Dissolution

  1. Law
  2. Tennessee Code
  3. Securities, Corporations and Associations
  4. Tennessee Revised Limited Liability Company Act
  5. Dissolution and Winding Up of the Llc
  6. Grounds for Administrative Dissolution

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The secretary of state may commence a proceeding under §48-249-605, to administratively dissolve the LLC, if:

  1. The LLC does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due;
  2. The LLC is without a registered agent or registered office in this state for two (2) months or more;
  3. The name of an LLC contained in a document filed under this chapter fails to comply with § 48-249-106;
  4. The LLC does not notify the secretary of state within two (2) months that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;
  5. The LLC submits to the secretary of state's office a check, bank draft, money order or other such instrument, for payment of any fee and it is dishonored upon presentation for payment;
  6. A director, officer, manager, member or other representative of an LLC signed a document such person knew was false in any material respect, with the intent that the document be filed with the secretary of state; or
  7. A period is fixed in the articles of organization for the duration of the LLC, upon the expiration of that period, but if no such period is set forth in the articles, then the LLC shall have a perpetual existence.


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