§ 48-245-101 — Dissolution

(a) Dissolution Events. Except as stated in subsection (b) or (c), an LLC is dissolved upon the occurrence of any of the following events: (1) If a period is fixed in the articles for the duration of the LLC, upon the expiration of that period, except that, in the case of a LLC that is administratively dissolved pursuant to § 48-245-301 by reason of the expiration of that period of duration, the LLC may be reinstated pursuant to § 48-245-303 ; (2) By action of the organizers pursuant to § 48-245-201 or by the members pursuant to § 48-245-202 , or upon the occurrence of an event specified in the articles or operating agreement; (3) By order of a court pursuant to § 48-245-901 and § 48-245-902 ; (4) By action of the secretary of state pursuant to § 48-245-302 ; (5) Except as provided in subdivision (a)(6) for LLCs created prior to July 1, 1999, upon the occurrence of any of the following events, unless the articles or operating agreement provide that one or more of the following events will not constitute an event of dissolution: (A) Death of any member; (B) Retirement from membership of any member; (C) Resignation or other withdrawal of any member; (D) Acquisition of a member's complete membership interest by the LLC; (E) Assignment of a member's governance rights under § 48-218-102 which leaves the assignor with no governance rights; (F) Expulsion of any member if expulsion is permitted by the articles; (G) Bankruptcy of any member; (H) Dissolution of any member; (I) Insanity of any member; or (J) The occurrence of any other event that terminates the continued membership of a member in the LLC; (6) For LLCs formed on or after July 1, 1999, or for LLCs formed prior to July 1, 1999, that elect by providing in their articles for the amendments by Acts 1999, ch. 455, regarding dissolution events to apply to such LLC, the LLC shall be dissolved upon the occurrence of: (A) In accordance with § 48-245-202 or any event specified in the articles or operating agreement including, but not limited to, events of withdrawal by a member or action or procedure as set forth in the articles or operating agreement; or (B) A merger in which the LLC is not the surviving organization. (b) Notwithstanding subdivisions (a)(5)(A)-(J), including if and as modified by subsection (c), the LLC is not dissolved and is not required to be wound up by reason of any event that terminates the continued membership of a member if there is at least one (1) remaining member and the existence and business of the LLC are continued by the consent of a majority vote of the remaining members or such greater vote of the remaining members as provided in the articles. Such consent must be obtained no later than ninety (90) days after the dissolution event. The granting of consent is at the discretion of each member and may be unreasonably withheld. (c) Reduction or Elimination of Dissolution Events. (1) With respect to LLCs created prior to July 1, 1999, the articles or operating agreement may specify that none or less than all of the events listed in subdivisions (a)(5)(A)-(J) constitute a dissolution event or events. (2) With respect to LLCs created prior to July 1, 1999, and which do not elect under § 48-245-101(a)(6) to have the amendments by Acts 1999, ch. 455, regarding dissolution events apply, the articles or the operating agreement of a board-managed LLC may provide that the events of dissolution enumerated in subdivisions (a)(5)(A)-(J) may be limited to one (1) or more events that are applicable only to one (1) or more members. (d) Procedures Following Dissolution. An LLC dissolved by one (1) of the dissolution events specified in subsection (a), as modified by subsection (c) if applicable, unless subsection (b) applies, must be wound up and terminated as provided in this chapter.

Legislative History

Amended by 2016 Tenn. Acts, ch. 688, s 5, eff. 7/1/2016. Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 76-79; 1999, ch. 346, § 6; 1999, ch. 455, §§ 22 - 31.