LLC Administrative Dissolution and Involuntary Termination in Tennessee
At a glance
| Law, agency and LLC scope | Secretary of state; Prior LLC Act §§ 48-245-301–303 for pre-2006 nonelectors, Revised LLC Act §§ 48-249-604–606 for newer/electing LLCs (§ 48-249-1002). |
|---|---|
| Grounds and trigger dates | Both tracks: report overdue two months, missing agent/office two months, noncompliant name, failure to report agent/office change within two months, dishonored fee payment, knowingly materially false filed document, specified foreign-adversary ownership/control with CFIUS exception, or expiration of an articles-fixed term (§§ 48-245-301, 48-249-604). |
| Agency notice | Secretary may start proceeding; after finding a ground shall serve LLC written determination under the track's service rule, with first-class mail allowed (§§ 48-245-301–302(a), 48-249-604–605(a)). |
| Cure or response window | Two months after service to correct every ground or show each does not exist to secretary's reasonable satisfaction (§§ 48-245-302(b), 48-249-605(b)). |
| Action and effective date | After failed cure, secretary shall sign certificate reciting grounds and effective date, file original and serve copy; certificate's stated date is effective event (§§ 48-245-302(b), 48-249-605(b)). |
| Status, activity and service | Dissolved LLC continues but may act only to wind up/liquidate and notify claimants; registered agent's authority survives (revised track also preserves registered-office designation) (§§ 48-245-302(c)–(d), 48-249-605(c)–(d)). |
| Special routes and effects | These two secretary-of-state provisions give no separate tax-agency, public-list, or series-specific step; their dishonored-fee-payment ground is distinct from a disputed tax debt (§§ 48-245-301, 48-249-604). |
| Route back and limits | Apply to secretary with confirmation of good standing, name and corrected/no-ground statement; approved reinstatement relates back to dissolution date. A Prior Act LLC dissolved for an expired fixed term has a one-year amendment-and-application route (§§ 48-245-303(a), (c), -306, 48-249-606(a), (c)). |
Requirements one by one
Two governing tracks
Under § 48-249-1002(a)(1) and (c), the Revised Act governs LLCs formed from January 1, 2006, and older LLCs that elected it; older nonelectors stay under the Prior Act. Their administrative-dissolution sections are § 48-249-604 through § 48-249-606 and § 48-245-301 through § 48-245-303, respectively.
Notice, cure and certificate
In both tracks, §§ 48-245-301 and 48-249-604 let the secretary begin a proceeding for a listed ground. Under § 48-245-302(a) and § 48-249-605(a), the secretary must send a written ground determination to the LLC and allow first-class mail. After two months from service, if each ground remains uncorrected and undisproved, §§ 48-245-302(b) and 48-249-605(b) require a signed, filed certificate stating grounds and effective date, followed by service of a copy.
After dissolution
Under § 48-245-302(c)–(d) and § 48-249-605(c)–(d), the LLC continues only to wind up, liquidate and notify claimants; the agent's authority survives. Revised law also preserves the registered-office designation. Reinstatement applications under § 48-245-303(a) and § 48-249-606(a) require a good-standing confirmation and a statement that each ground is gone or never existed; effective reinstatement relates back under § 48-245-303(c) and § 48-249-606(c). A Prior Act LLC dissolved for an expired articles-fixed term may amend the articles and apply within one year of expiration under § 48-245-306.
What trips people up
An overdue annual report alone is not the certificate of dissolution. Under § 48-245-301(1) and § 48-249-604(1), the state waits two months after its due date to create a ground; the separate two-month correction window begins with service of the secretary's written determination under § 48-245-302(b) or § 48-249-605(b).
Common questions
Does dissolution end the LLC immediately? No. Under § 48-245-302(c) and § 48-249-605(c), it continues for winding up and claimant notice.
Is an LLC with a missing agent dissolved after two months? The absence becomes a ground after two months under § 48-245-301(2) or § 48-249-604(2); dissolution requires the additional determination, cure period and certificate.
Statutes and sources
- Tenn. Code Ann. § 48-249-1002 — governing-act split; 2005 enactment; accessed October 4, 2026.
- Prior Act §§ 48-245-301–303 — grounds, procedure and reinstatement; 2010 amendment, 2011 amendment, 2016 amendment, 2025 amendment; accessed October 4, 2026.
- Revised Act §§ 48-249-604–606 — same procedural stages; 2005 enactment and subsequent acts listed above; accessed October 4, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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