Tennessee: Voluntary LLC Dissolution and Cancellation Requirements

Requirements one by one

First identify which Tennessee LLC Act governs

Under § 48-249-1002, every LLC formed on or after January 1, 2006 uses the
Revised LLC Act. A pre-2006 LLC uses that Act only if it affirmatively elected
in through an articles amendment; otherwise, the original Act continues to
govern it.

The Secretary's three closure forms cite both Acts. Under § 48-249-601, an
ordinary member departure does not dissolve a Revised Act LLC. The two Acts'
approval, claims, tax-clearance, termination, and revocation paths are substantially parallel,
but the original Act has date-sensitive member-departure dissolution rules in
§ 48-245-101. An older LLC should not assume the Revised Act's rule that an
ordinary member departure does not cause dissolution.

The default approval is a majority vote

Under § 48-249-603, the LLC documents may prescribe an event, procedure, or
different vote. Without a different document rule, a majority vote approves
dissolution. Section 48-249-102 defines that as a per-capita majority when
voting per capita, or a majority of voting interest when the documents use
another voting measure.

The original Act's § 48-245-202 likewise uses majority vote unless the articles
or operating agreement requires a greater vote. Its definition in § 48-202-101
also uses a per-capita majority by default and otherwise the applicable voting
interest.

The Notice of Dissolution starts the public winding-up stage

After member approval or a qualifying LLC-document event, § 48-249-609 requires
a Notice of Dissolution. It states the LLC name and either confirms the member
vote or identifies the document event and date.

Once filed, the LLC stops ordinary business and continues only as necessary or
appropriate to wind up and terminate. Form SS-4246 costs $20 and permits an
effective date or time no later than 90 days after filing.

The management structure determines who winds up

Under § 48-249-610, members wind up a member-managed LLC, managers wind up a
manager-managed LLC, and the board does so for a director-managed LLC. They
collect or provide for collection of known debts owed to the LLC, pay or provide
for known obligations, dispose of assets, and distribute the remainder.

The LLC's existence continues during this stage until dissolution is revoked or
Articles of Termination are filed.

Creditor notice is optional but detailed

After the Notice of Dissolution, § 48-249-611 permits written notice to known
claimants. The submission deadline must be at least four months after the
notice's effective date. A claimant whose claim is rejected has three months
after the rejection notice becomes effective to sue.

The LLC may also publish once in a newspaper of general circulation where its
principal executive office is or was last located. The notice creates a two-year
action period for unnotified, unanswered, contingent, and post-dissolution-event
claims.

Distribution recipients have capped exposure

A surviving claim reaches undistributed LLC assets first. If liquidation assets
were distributed, § 48-249-611 caps a member's or financial-right holder's
exposure at the lesser of that person's pro rata share of the claim or assets
received, and never more than total liquidation assets received.

Even if the LLC did not use the notice procedures, no claim may be enforced
against a person who received a liquidation distribution after three years from
the Articles of Termination filing.

Creditors and reserves come first

Under § 48-249-620, creditors—including member-creditors and holders of
financial rights who are creditors—come first. Distribution liabilities follow,
then unreturned contributions, then the residual interests in the applicable
distribution shares.

The LLC must pay or make reasonable provision for all known contingent,
conditional, and unmatured claims and obligations even when the claimant's
identity is unknown. Section 48-249-307 separately gives unlawful-distribution
claims a three-year period measured from the distribution.

Revenue clearance is a filing gate

Section 48-249-612 requires tax clearance for termination or withdrawal before
the Secretary files Articles of Termination. Under § 48-249-102, that means
electronic Revenue confirmation or a certificate showing that all applicable
reports—including a final report—were filed and all required taxes, fees, and
penalties were paid.

Current Form SS-4245 warns that the filing will be rejected if Revenue clearance
cannot be obtained. This is advance termination clearance, not merely a promise
to file a final return later.

Articles of Termination finish the ordinary existence

After winding up is complete, § 48-249-612 requires Articles of Termination.
They state the LLC name, organization filing date, reason, whether known and
potential claimants received § 48-249-611 notice, and any optional information.

Form SS-4245 costs $20. It may be e-filed, mailed, or delivered in person, and an
authorized filer signs and identifies the signer's capacity. The form is
effective on the filing date and provides no delayed termination date.

Revocation ends when termination is filed

Under § 48-249-613, a member-approved dissolution may be revoked before Articles
of Termination are filed. Revocation uses the same member vote unless the
dissolution authorization allowed managers or directors to revoke on their own.

The LLC then files Articles of Revocation. Form SS-4250 costs $20. A voluntarily
terminated LLC has no ordinary reinstatement route; § 48-249-623's one-year
reinstatement is limited to an administrative dissolution caused by expiration
of a stated duration.

What trips people up

Tennessee requires two Secretary of State filings, not one. The Notice of
Dissolution begins the public winding-up stage. Articles of Termination come
only after winding up and Revenue clearance.

Creditor notice is optional, even though the termination form asks whether it
was given. Checking “not notified” does not remove the duty to pay or reasonably
provide for known claims and obligations before distributing assets.

Termination ends the LLC's ordinary existence but does not erase every legal
function. Under § 48-249-614, existing remedies survive. A court may transfer
omitted assets under § 48-249-621, and § 48-249-622 lets former officials or
members litigate in the LLC's name.

Common questions

Is one filing enough?

No. The ordinary route uses a Notice of Dissolution first and Articles of
Termination after winding up. Each currently costs $20.

Must the LLC get tax clearance?

Yes. Revenue clearance is a statutory prerequisite to acceptance of Articles of
Termination, and current Form SS-4245 says the filing is rejected without it.

Must the LLC publish for creditors?

No. Publication is optional, but using the statutory form can create the two-
year claim bar for the claimant categories listed in § 48-249-611.

Can the LLC revoke dissolution?

Yes, before Articles of Termination are filed. The same member vote ordinarily
approves revocation, followed by the $20 Articles of Revocation filing.

Statutes and sources

• Tenn. Code §§ 48-249-102, -601, -603, and -609 to -614 — approval, notice,
  winding up, claims, termination, tax clearance, and revocation. Official Code
  mirror,
  accessed July 28, 2026 and bridged through the current sessions.
• Tenn. Code §§ 48-249-307 and -620 to -623 — asset order, reserves,
  distribution liability, survival, omitted assets, and limited reinstatement.
  Official Code
  mirror,
  accessed July 28, 2026 and bridged through the current sessions.
• Tenn. Code §§ 48-245-101, -202, -401, -501 to -503, and -601 — parallel legacy
  provisions for pre-2006 non-electing LLCs. Official Code
  mirror,
  accessed July 28, 2026 and bridged through the current sessions.
• Tennessee Secretary of State, Form
  SS-4245,
  Form
  SS-4246,
  Form
  SS-4250,
  and Business Forms & Fees,
  accessed July 28, 2026.