Dissolving a Tennessee LLC
If you and other members of your organization are considering dissolving your LLC, it's important to address the required steps; otherwise, you could face administrative consequences and additional challenges associated with the dissolution of your Tennessee LLC.
Before you file paperwork
Before anything is filed with the state to formally terminate the existence of the LLC, members of the LLC need to take certain actions. As a first step, members of the LLC need to approve the dissolution. This can be done in accordance with the operating agreement of the LLC or through a unanimous consent of the members approving the dissolution. Regardless of the method, the vote on the dissolution should be recorded in the minutes of the meeting in which it occurred. This can be helpful in the event that someone does not remember providing their consent.
What to file
You are responsible for taking the necessary actions to notify creditors prior to dissolving a Tennessee LLC and winding up the company. You will need to make arrangements to pay all LLC liabilities, debts and obligations.
Tennessee requires two forms be filed with the Secretary of State’s Division of Business Services. The first form is a notice of dissolution form, which is available online, along with instructions. There is a fee for filing and it is usually processed within 3-5 business days. This is also referred to as the formal process of dissolution. Once the business affairs have been completed, Tennessee requires an articles of termination form be filed with the Division of Business Services. There is a fee and the form is available online. However, the articles of termination cannot be filed until after the effective date of the notice of dissolution. By filing this certificate, you are formally terminating the LLC’s status as a business entity registered directly with the state.
Tennessee does not require that you receive tax clearance prior to dissolving your LLC. However, the Department of Revenue requires that you inform them if your business no longer exists.
We recognize that this process can be overwhelming and frustrating for someone in the midst of winding down the business of an LLC. To avoid the hassles associated, you can partner with our service and we will handle all aspects of dissolving your Tennessee LLC for you.
Impact of dissolution
Once formally dissolved with the state, the name of your Tennessee LLC is not protected. Other entities may be eligible to use the name immediately.
Finally, remember that if you are authorized to do business in other states, you will need to follow the necessary procedures within those states to decrease your chances of facing additional consequences outside of Tennessee. Swyft Filings can help with your withdrawal from any state where you are foreign qualified.