Voluntary LLC Dissolution and Cancellation Requirements in Tennessee

At a glance

Requirements one by one

First identify which Tennessee LLC Act governs

Under § 48-249-1002, every LLC formed on or after January 1, 2006 uses the Revised LLC Act. A pre-2006 LLC uses that Act only if it affirmatively elected in through an articles amendment; otherwise, the original Act continues to govern it.

The Secretary's three closure forms cite both Acts. Under § 48-249-601, an ordinary member departure does not dissolve a Revised Act LLC. The two Acts' approval, claims, tax-clearance, termination, and revocation paths are substantially parallel, but the original Act has date-sensitive member-departure dissolution rules in § 48-245-101. An older LLC should not assume the Revised Act's rule that an ordinary member departure does not cause dissolution.

The default approval is a majority vote

Under § 48-249-603, the LLC documents may prescribe an event, procedure, or different vote. Without a different document rule, a majority vote approves dissolution. Section 48-249-102 defines that as a per-capita majority when voting per capita, or a majority of voting interest when the documents use another voting measure.

The original Act's § 48-245-202 likewise uses majority vote unless the articles or operating agreement requires a greater vote. Its definition in § 48-202-101 also uses a per-capita majority by default and otherwise the applicable voting interest.

The Notice of Dissolution starts the public winding-up stage

After member approval or a qualifying LLC-document event, § 48-249-609 requires a Notice of Dissolution. It states the LLC name and either confirms the member vote or identifies the document event and date.

Once filed, the LLC stops ordinary business and continues only as necessary or appropriate to wind up and terminate. Form SS-4246 costs $20 and permits an effective date or time no later than 90 days after filing.

The management structure determines who winds up

Under § 48-249-610, members wind up a member-managed LLC, managers wind up a manager-managed LLC, and the board does so for a director-managed LLC. They collect or provide for collection of known debts owed to the LLC, pay or provide for known obligations, dispose of assets, and distribute the remainder.

The LLC's existence continues during this stage until dissolution is revoked or Articles of Termination are filed.

Creditor notice is optional but detailed

After the Notice of Dissolution, § 48-249-611 permits written notice to known claimants. The submission deadline must be at least four months after the notice's effective date. A claimant whose claim is rejected has three months after the rejection notice becomes effective to sue.

The LLC may also publish once in a newspaper of general circulation where its principal executive office is or was last located. The notice creates a two-year action period for unnotified, unanswered, contingent, and post-dissolution-event claims.

Distribution recipients have capped exposure

A surviving claim reaches undistributed LLC assets first. If liquidation assets were distributed, § 48-249-611 caps a member's or financial-right holder's exposure at the lesser of that person's pro rata share of the claim or assets received, and never more than total liquidation assets received.

Even if the LLC did not use the notice procedures, no claim may be enforced against a person who received a liquidation distribution after three years from the Articles of Termination filing.

Creditors and reserves come first

Under § 48-249-620, creditors—including member-creditors and holders of financial rights who are creditors—come first. Distribution liabilities follow, then unreturned contributions, then the residual interests in the applicable distribution shares.

The LLC must pay or make reasonable provision for all known contingent, conditional, and unmatured claims and obligations even when the claimant's identity is unknown. Section 48-249-307 separately gives unlawful-distribution claims a three-year period measured from the distribution.

Revenue clearance is a filing gate

Section 48-249-612 requires tax clearance for termination or withdrawal before the Secretary files Articles of Termination. Under § 48-249-102, that means electronic Revenue confirmation or a certificate showing that all applicable reports—including a final report—were filed and all required taxes, fees, and penalties were paid.

Current Form SS-4245 warns that the filing will be rejected if Revenue clearance cannot be obtained. This is advance termination clearance, not merely a promise to file a final return later.

Articles of Termination finish the ordinary existence

After winding up is complete, § 48-249-612 requires Articles of Termination. They state the LLC name, organization filing date, reason, whether known and potential claimants received § 48-249-611 notice, and any optional information.

Form SS-4245 costs $20. It may be e-filed, mailed, or delivered in person, and an authorized filer signs and identifies the signer's capacity. The form is effective on the filing date and provides no delayed termination date.

Revocation ends when termination is filed

Under § 48-249-613, a member-approved dissolution may be revoked before Articles of Termination are filed. Revocation uses the same member vote unless the dissolution authorization allowed managers or directors to revoke on their own.

The LLC then files Articles of Revocation. Form SS-4250 costs $20. A voluntarily terminated LLC has no ordinary reinstatement route; § 48-249-623's one-year reinstatement is limited to an administrative dissolution caused by expiration of a stated duration.

What trips people up

Tennessee requires two Secretary of State filings, not one. The Notice of Dissolution begins the public winding-up stage. Articles of Termination come only after winding up and Revenue clearance.

Creditor notice is optional, even though the termination form asks whether it was given. Checking “not notified” does not remove the duty to pay or reasonably provide for known claims and obligations before distributing assets.

Termination ends the LLC's ordinary existence but does not erase every legal function. Under § 48-249-614, existing remedies survive. A court may transfer omitted assets under § 48-249-621, and § 48-249-622 lets former officials or members litigate in the LLC's name.

Common questions

Is one filing enough?

No. The ordinary route uses a Notice of Dissolution first and Articles of Termination after winding up. Each currently costs $20.

Must the LLC get tax clearance?

Yes. Revenue clearance is a statutory prerequisite to acceptance of Articles of Termination, and current Form SS-4245 says the filing is rejected without it.

Must the LLC publish for creditors?

No. Publication is optional, but using the statutory form can create the two- year claim bar for the claimant categories listed in § 48-249-611.

Can the LLC revoke dissolution?

Yes, before Articles of Termination are filed. The same member vote ordinarily approves revocation, followed by the $20 Articles of Revocation filing.

Statutes and sources

• Tenn. Code §§ 48-249-102, -601, -603, and -609 to -614 — approval, notice, winding up, claims, termination, tax clearance, and revocation. Official Code mirror, accessed July 28, 2026 and bridged through the current sessions.
• Tenn. Code §§ 48-249-307 and -620 to -623 — asset order, reserves, distribution liability, survival, omitted assets, and limited reinstatement. Official Code mirror, accessed July 28, 2026 and bridged through the current sessions.
• Tenn. Code §§ 48-245-101, -202, -401, -501 to -503, and -601 — parallel legacy provisions for pre-2006 non-electing LLCs. Official Code mirror, accessed July 28, 2026 and bridged through the current sessions.
• Tennessee Secretary of State, Form SS-4245, Form SS-4246, Form SS-4250, and Business Forms & Fees, accessed July 28, 2026.