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Tennessee LLC Dissolution

Acts Triggering Dissolution

A limited liability company is dissolved upon the happening of any one of the following events:

  • When the company expires (according to the time fixed in the articles of organization)
  • By action of the organizers or members specified in the articles of organization or operating agreement
  • Event specified in the articles of organization or operating agreement
  • Court order
  • Action by the Secretary of State
  • For LLCs created before July 1, 1999, the following events will act as dissolving events unless the articles or operating agreement state otherwise:
    • Death, Retirement, or Insanity of a member
    • Resignation or Withdrawal of a member
    • Acquisition of a member’s complete membership interest by the LLC
    • Assignment of a member’s governance rights
    • Dissolution or Expulsion of a member
    • Bankruptcy of a member
    • Any other event that terminates the members of a member in the LLC
  • For LLCs formed after July 1, 1999, the LLC is dissolved upon the happening of the following events:
    • Events of Withdrawal by member
    • Procedure stated in the articles or operating agreement
    • A merger in which the LLC is not the surviving organization
  • The LLC may avoid dissolution when a member leaves the LLC, if within 90 days, there is at least one (1) remaining member and the remaining member or members agree to continue the business by a majority vote or vote provided in the articles

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