48-64-101 - Dissolution by incorporators or directors. - Tennessee Statutes

48-64-101. Dissolution by incorporators or directors.

(a)  A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the charter or bylaws, dissolve the corporation by delivering to the secretary of state for filing articles of dissolution and termination that set forth:

     (1)  The name of the corporation;

     (2)  The date of its incorporation;

     (3)  A statement that the corporation has no members; and

     (4)  A statement that a majority of the incorporators or directors authorized the dissolution and the date dissolution was thus authorized.

(b)  The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with § 48-58-203(c). The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

(c)  The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

(d)  If the secretary of state finds that the articles of dissolution and termination of corporate existence 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 revenue laws of this state, the secretary of state shall file the articles of dissolution and termination of corporate existence. Upon such filing, the existence of the corporation shall cease. Unless a claim is barred pursuant to § 48-64-107 or § 48-64-108, the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or members, 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 members, directors, and officers shall have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim.

[Acts 1987, ch. 242, § 14.01; 1989, ch. 445, § 10.]