LLC Voluntary Dissolution and Closure Packet - Tennessee
TENNESSEE LLC VOLUNTARY DISSOLUTION AND CLOSURE PACKET
Scope gate. Use only for a consensual, solvent domestic LLC. Excludes disputes, insolvency or bankruptcy, merger, regulated entities, and unresolved authority issues.
1. ACT CLASSIFICATION AND AUTHORIZATION
| Item | Information |
|---|---|
| Exact LLC name / control number | [________________________________] |
| Governing act | ☐ Tennessee LLC Act, chs. 201-248 ☐ Revised LLC Act, ch. 249 |
| Organization filing date | [__/__/____] |
| Dissolution date | [__/__/____] |
Tennessee maintains two LLC statutory regimes. Confirm from formation/election records which act governs before using an approval rule or filing sequence.
Under the older act, § 48-245-202 uses majority approval unless the articles or operating agreement require a greater vote. Under the Revised Act, § 48-249-603 uses majority approval unless the LLC documents provide another vote. Both require meeting notice stating that dissolution, winding up, and termination will be considered.
☐ Governing act, notice, vote calculation, effective date, and authority documented.
| Member | Voting basis | Approves | Signature | Date |
|---|---|---|---|---|
| [Name] | [____] | ☐ Yes ☐ No | [________________] | [__/__/____] |
2. NOTICE, WINDING UP, AND TERMINATION
☐ File the act-specific Notice of Dissolution under § 48-245-401 or § 48-249-609.
☐ After notice filing, stop ordinary business except necessary wind-up activity.
☐ Inventory assets, liabilities, taxes, claims, liens, and contingencies; pay or provide for liabilities before distributions.
| Claimant | Basis | Amount/status | Resolution/reserve |
|---|---|---|---|
| [Name] | [Basis] | [Amount] | [Resolution] |
For a Revised Act LLC, § 48-249-612 requires Articles of Termination after winding up and a tax clearance; the articles address creditor/claimant notice. Confirm the older-act termination requirements separately if Chapter 245 governs.
☐ Current Secretary of State forms, fees, tax-clearance process, and act-specific fields rechecked.
☐ Final payroll, tax, license, account, and foreign-withdrawal work completed separately.
☐ Filing acceptances and records retained at [Location] through [Date].
Authorized person: [________________________________]
Signature: [________________________________] Date: [__/__/____]
SOURCES AND REFERENCES
- Justia, Tenn. Code § 48-245-202 (2024)
- Justia, Tenn. Code § 48-245-401 (2024)
- Justia, Tenn. Code § 48-249-603 (2024)
- Justia, Tenn. Code § 48-249-609 (2024)
- Justia, Tenn. Code § 48-249-612 (2024)
- Tennessee Secretary of State, business forms and fees
Statute and filing-route facts are verified as of 2026-07-27; current code text used the documented mirror fallback and must be rechecked against the official compilation when accessible.
About this template
- Last updated
- July 27, 2026
- Citations checked
- July 27, 2026
- Jurisdiction
- Tennessee
- Category
- Corporate & Business
Legal authority
- Tenn. Code Ann. §§ 48-245-202, 48-245-401, 48-249-603, 48-249-609, and 48-249-612
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on July 27, 2026.
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