48-24-205 - Articles of termination following administrative dissolution or revocation. - Tennessee Statutes

48-24-205. Articles of termination following administrative dissolution or revocation.

(a)  When a corporation, which has been administratively dissolved or has had its charter revoked, wishes to terminate its corporate existence, it may do so without first being reinstated by delivering to the secretary of state for filing articles of termination following administrative dissolution or revocation setting forth:

     (1)  The name of the corporation;

     (2)  The date that termination of corporate existence was authorized;

     (3)  That the resolution authorizing termination was duly adopted by the shareholders;

     (4)  A copy of the resolution or the written consent authorizing the termination; and

     (5)  That all the assets of the corporation have been distributed to its creditors and shareholders.

(b)  If the secretary of state finds that the articles of termination following administrative dissolution or revocation comply with the requirements of subsection (a), and if the articles are accompanied by a certificate from the commissioner of revenue that the corporation has properly filed all reports and paid all taxes and penalties required by the revenue laws of this state, the secretary of state shall file the articles of termination following administrative dissolution or revocation. Upon such filing, the existence of the corporation shall cease, except that the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or shareholders, for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The shareholders, directors, and officers have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim.

[Acts 1989, ch. 451, § 22.]