{"data":{"id":"us-tn/tenn.-code-ann.-48-24-105","jurisdiction":"us-tn","citation":"Tenn. Code Ann. § 48-24-105","heading":"Effect of dissolution","body":"(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. Acts 1986, ch. 887, § 14.05.\n(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.\n(1) Collecting its assets;\n(2) Conveying and disposing of its properties that will not be distributed in kind to its shareholders;\n(3) Discharging or making provision for discharging its liabilities;\n(4) Distributing its remaining property among its shareholders according to their interests; and\n(5) Doing every other act necessary to wind up and liquidate its business and affairs.\n(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.\n(1) Transfer title to the corporation's property;\n(2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;\n(3) Subject its directors or officers to standards of conduct different from those prescribed in chapter 18 of this title;\n(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;\n(5) Prevent commencement of a proceeding by or against the corporation in its corporate name;\ntandards of conduct different from those prescribed in chapter 18 of this title;\n(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;\n(5) Prevent commencement of a proceeding by or against the corporation in its corporate name;\n(6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or\n(7) Terminate the authority of the registered agent of the corporation.","path":["TN Code","Title 48","Chapter 24"],"source_url":"https://oss-data-us.vaquill.ai/v2026.08/us_tn_statutes.parquet","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:26Z","sha256":"b2420d743ec04ac4d16444f4e0b538dcec7b8d33fbd9d82e72828c7802b2800d","source_id":"us-tn","stale":false,"prev":"us-tn/tenn.-code-ann.-48-24-104","next":"us-tn/tenn.-code-ann.-48-24-106"},"notice":"GroundRules: Original legal text. Not legal advice."}