Nonprofit Corporation Voluntary Dissolution Filing Requirements in Tennessee

At a glance

Requirements one by one

Entity and agency

Tennessee's nonprofit dissolution and final termination filings go to the secretary of state under §§ 48-64-101, 48-64-104 and 48-64-109. The ordinary route separates the effective dissolution from the later end of corporate existence.

No-member direct route

Under § 48-64-101(a)–(c), a majority of incorporators or directors of a corporation with no members can approve a plan and file combined dissolution-and-termination articles stating the corporate name, incorporation date, absence of members, approval and approval date. Any required charter or bylaw approval still applies. Under § 48-64-101(d), the combined filing needs tax clearance; existence ceases on filing.

Board proposal and member vote

Under § 48-64-102(a), dissolution may proceed by a member-consent or special-meeting route; the board may propose dissolution under subsection (b). For a proposal, the board recommends it or explains a conflict or special circumstance for withholding a recommendation. Section 48-64-102(f) uses the lesser of two thirds of votes cast and a majority of voting power, subject to a greater vote or class voting required by the charter, bylaws, board or members. Under § 48-57-203(a), the default quorum is 10% of votes entitled to be cast, which governing law or documents can raise or lower.

Notice, plan and other approval

The member-meeting notice goes to voting and nonvoting members and must contain or accompany a copy or summary of the dissolution plan under § 48-64-102(e). Under § 48-57-105(a), the corporation must give fair and reasonable notice consistent with the charter or bylaws; subsection (c) supplies a fair-and-reasonable notice safe harbor of 10 days to two months, subject to the charter and bylaws. The plan identifies intended asset recipients after creditors are paid. A person whose approval is required by the charter's § 48-60-301 approval clause must approve in writing under § 48-64-102(c)(3).

For a public-benefit corporation, § 48-64-103(a) requires written notice and a plan copy or summary to the attorney general at or before the dissolution filing. Under § 48-64-103(b), dissolution-related asset transfers wait 45 days after that notice unless the attorney general earlier consents or states in writing that no action will be taken. After all or substantially all assets are transferred, § 48-64-103(c) also requires a recipient list.

Filing contents and signer

Under § 48-64-104(a), ordinary dissolution articles must state the name and authorization date, include the resolution or written consent, and state member, outside-person and public-benefit notice facts as applicable. Under § 48-51-301(f)–(g), the board chair, president or other authorized officer ordinarily signs, giving name and capacity; an incorporator may sign if directors have not been selected. After assets have been distributed, § 48-64-109(a) requires termination articles identifying the corporation and certifying the distributions and that dissolution was not revoked; § 48-64-109(b) requires tax clearance with that filing.

Fee and effective time

The fee schedule in § 48-51-303(a)(18)–(20) sets $20 each for the combined no-member articles, ordinary dissolution articles and revocation articles. Effective July 1, 2026, § 48-51-303(a)(21) charges no fee for final termination articles. Under § 48-64-104(b), ordinary dissolution takes effect when the dissolution articles are filed unless they state a delayed date; § 48-51-304(a) identifies the ordinary filing-time rule, and subsection (b) limits that delay to the ninetieth day after filing. The later § 48-64-109(b) filing ends existence. For a Tennessee principal office, § 48-51-303(d) also requires a copy of ordinary dissolution, revocation and termination documents in the county register of deeds office, with a possible $5 charge plus 50 cents per page beyond five pages.

Revocation

Under § 48-64-105(a), a corporation may revoke dissolution before termination articles are filed. It ordinarily follows a dissolution authorization route, but the original authorization can reserve board-only revocation. The filed revocation articles state the corporate name, dissolution effective date, revocation approval date and applicable approval facts. On filing, revocation relates back to the dissolution date under § 48-64-105(d)–(e).

Remaining powers and assets

Until termination, § 48-64-106(a) preserves corporate existence for winding up, including collecting assets and addressing liabilities. Property held subject to a return or transfer condition remains governed by that condition, and charter/bylaw distributions remain subject to contractual and legal requirements.

What trips people up

Under § 48-57-104(a), written consent ordinarily requires every member entitled to vote to sign, though each can indicate a vote or abstention. Section 48-57-104(b) permits a lower-signature consent route only if the charter provides for it. A written ballot is a separate route under § 48-57-108(a), requiring delivery to every voting member and ballot turnout meeting the quorum test.

Common questions

Does dissolution itself end the corporation? Under §§ 48-64-106(a) and 48-64-109, ordinary dissolution leaves a corporation in existence for winding up; the later termination filing ends its existence.

Is attorney-general permission always required before filing? Section 48-64-103(a) requires notice for a public-benefit corporation, while subsection (b) limits transfers until 45 days pass or the attorney general gives earlier written consent or no-action notice.

Statutes and sources

• Tenn. Code Ann. § 48-64-101 — no-member route and combined filing; 2010 tax-clearance amendment; accessed October 4, 2026.
• Tenn. Code Ann. § 48-64-102 — ordinary approval, vote and plan; accessed October 4, 2026.
• Tenn. Code Ann. §§ 48-57-104, 48-57-105, 48-57-108, 48-57-203 — consent, notice, ballot and quorum; 2014 amendments; accessed October 4, 2026.
• Tenn. Code Ann. § 48-64-103 — public-benefit notice and transfer hold; accessed October 4, 2026.
• Tenn. Code Ann. §§ 48-64-104–106 — dissolution filing, revocation and winding up; accessed October 4, 2026.
• Tenn. Code Ann. § 48-64-109 — final termination; 2010 tax-clearance amendment; accessed October 4, 2026.
• Tenn. Code Ann. §§ 48-51-301, 48-51-303–304 — signer, fees, county copy and effective date; 2026 final-termination fee amendment; accessed October 4, 2026.