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Tenn. Code Ann. § 48-24-105

Effect of dissolution

Applied in 2 court decisions — leading case Gossman v. Greatland Directional Drilling, Inc. (1999)

Most recently applied in Gossman v. Greatland Directional Drilling, Inc. (February 1999)

Acts 1986, ch. 887, § 14.05.

(1) 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: 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.

(6) Dissolution of a corporation does not: Transfer title to the corporation's property;

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

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

(9) 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;

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

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

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

Current official text: Tennessee Code (LexisNexis). Digitized from the UniCourt Code Improvement Commission public-domain capture. Reproduced from public-domain Tennessee statutes; confirm against the official source for the current text. Not legal advice.