Tennessee Code Title 48. Corporations and Associations § 48-245-501

(a) PROCEDURES TO BE FOLLOWED WHERE WINDING UP ACCOMPLISHED BY MERGER. If the business of the LLC is wound up and terminated by merging the dissolved LLC into a surviving business entity:

(b) PROCEDURES TO BE FOLLOWED OTHERWISE. If the business of the LLC is to be wound up and terminated other than by merging the dissolved LLC into a surviving business entity, the procedures stated in subsections (c)-(e) must be followed.

(c) COLLECTION AND PAYMENT. When a notice of dissolution has been filed with the secretary of state, the board of governors of a board-managed LLC, the members of a member-managed LLC, or the managers acting under the direction of the members or board of governors (as applicable), shall proceed as soon as possible to:

(d) TRANSFER OF ASSETS. Notwithstanding § 48-244-201, when a notice of dissolution has been filed with the secretary of state, the governors of a board-managed LLC may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of a dissolved LLC without a vote of the members.

(e) DISTRIBUTION TO MEMBERS. All tangible or intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the LLC must be distributed to the members in accordance with § 48-236-103 and § 48-245-1101.