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Tennessee Code Title 48. Corporations and Associations § 48-24-105

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(a) A dissolved corporation continues its corporate existence but may not carry on any business, except that appropriate to wind up and liquidate its business and affairs, including:

(1) Collecting its assets;

(2) Conveying and disposing of its properties that will not be distributed in kind to its shareholders;

(3) Discharging or making provision for discharging its liabilities;

(4) Distributing its remaining property among its shareholders according to their interests;  and

(5) Doing every other act necessary to wind up and liquidate its business and affairs.

(b) Dissolution of a corporation does not:

(1) Transfer title to the corporation's property;

(2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;

(3) Subject its directors or officers to standards of conduct different from those prescribed in chapter 18 of this title;

(4) Change quorum or voting requirements for its board of directors or shareholders;  change provisions for selection, resignation, or removal of its directors or officers or both;  or change provisions for amending its bylaws;

(5) Prevent commencement of a proceeding by or against the corporation in its corporate name;

(6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution;  or

(7) Terminate the authority of the registered agent of the corporation.

Cite this article: FindLaw.com - Tennessee Code Title 48. Corporations and Associations § 48-24-105 - last updated January 01, 2020 | https://codes.findlaw.com/tn/title-48-corporations-and-associations/tn-code-sect-48-24-105.html


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