Nonprofit Corporation Administrative Dissolution and Reinstatement in Tennessee

At a glance

Requirements one by one

Ground, notice, and status change

Section 48-64-201 gives the secretary of state specific grounds, including an annual report more than two months late and an agent or office missing for at least two months. Its 2025 amendment added knowing materially false filing and specified foreign-adversary control. A dishonored instrument tendered for a fee is also a listed ground; the section does not say that every unpaid tax independently dissolves the nonprofit.

Under § 48-64-202, the secretary gives written ground notice and, for a public benefit corporation, notifies the attorney general and reporter. The corporation has two months after service is perfected to correct or disprove each ground. If it does not, the secretary signs and files a certificate stating the grounds and effective date. The dissolved corporation continues to exist for winding up and claimant notice, and its registered agent retains authority.

Reinstatement application

Section 48-64-203(a) calls for a good-standing confirmation, the name at dissolution, a statement that the grounds were absent or eliminated, and a compliant name. The confirmation requirement in § 48-64-203(a)(1) refers to a “foreign corporation” even though this section addresses a dissolved domestic corporation; the official 2010 amendment uses those words. If the proposed name differs from the former name, the application itself amends the charter as to the name. Section 48-51-303(a)(23) sets a $70 reinstatement-application fee.

What trips people up

The general application in § 48-64-203 states no outer filing date, but § 48-64-206 creates a particular one-year route for dissolution caused by an expired charter duration. That route requires both a charter amendment extending the duration or making it perpetual and a reinstatement application.

When reinstatement becomes effective, § 48-64-203(c) relates it back to the dissolution date. A denial starts a separate clock: § 48-64-204(b) gives the corporation 30 days after perfected service of the denial to petition Davidson County chancery court, attaching the dissolution certificate, application, and denial notice.

Common questions

Does dissolution end the corporation immediately?

No. Section 48-64-202(c) continues corporate existence but confines activities to winding up, liquidation, and notifying claimants.

Does an accepted application restore the old name automatically?

Section 48-64-203(a) requires a name satisfying § 48-54-101. If that name differs from the name at dissolution, subsection (b)(2) makes the reinstatement application a charter amendment for the name.

Statutes and sources

• Tenn. Code Ann. § 48-64-201 — dissolution grounds; 2025 amendment; accessed October 4, 2026.
• Tenn. Code Ann. § 48-64-202 — notice, certificate, continuing powers; accessed October 4, 2026.
• Tenn. Code Ann. § 48-64-203 — application and effect; 2010 amendment; accessed October 4, 2026.
• Tenn. Code Ann. § 48-64-204 — denial review; accessed October 4, 2026.
• Tenn. Code Ann. § 48-64-206 — expired-duration route; accessed October 4, 2026.
• Tenn. Code Ann. § 48-51-303(a)(23) — application fee in the 1998 act, checked against the current 2025 section; accessed October 4, 2026.