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How to Dissolve a Tennessee Corporation

How do you dissolve and terminate a Tennessee Corporation?

The forms and process you will use to dissolve/terminate your Tennessee Corporation are different depending on the circumstances. A Tennessee corporation can be voluntarily dissolved before or after it has started to conduct business. And it can be involuntarily dissolved by the Department of State. You would use a different form for each situation.  The DBS forms are in your online account when you sign up for registered agent service and are available on the DBS website. You are not required to use the Division of Business Services’ dissolution and termination forms; you may choose to draft your own articles of dissolution or termination.

By Incorporators:

If your corporation has not commenced business or not issued shares, all you have to do is file SS-4423 Articles of Dissolution and Termination by Incorporators or Directors.

By Shareholders:

Tennessee Department of State, Division of Business Services requires corporations to first dissolve, then terminate.  When the articles of dissolution have been filed, the corporation still exists but can only wind up its business. Once business is concluded, the corporation has to file articles of termination. If business has been concluded, you could file the articles of dissolution and termination with DBS at the same time.

  1. First you will file SS-4255, Written Consent to Dissolution and SS-4410, Articles of Dissolution
  2. Then you file SS-4256, Written Consent to Termination and SS-4412, Articles of Termination of Corporate Existence

After administrative dissolution:

If your Tennessee corporation has been administratively terminated and you do not want to reinstate, then you file SS-4414, Articles of Termination following Administrative Dissolution or Revocation

You will submit the original dissolution and termination documents by mail or in person to the Department of State, Division of Business Services. DBS accepts checks, cashier’s checks, money orders etc., payable to the “Tennessee Secretary of State.”

Department of State
Division of Business Services
312 Rosa L. Parks Avenue
Snodgrass Tower, 6th Floor
Nashville, TN 37243

Tennessee Corporation Dissolution FAQ

Is there a filing fee to dissolve and terminate a Tennessee Corporation?

The fees to dissolve a Tennessee corporation are as follows:

There is no fee for filing written consent to dissolution or termination.
Articles of Dissolution: $20
Articles of Termination: $20
Articles of Termination following Administrative Dissolution: $100

Your Tennessee registered agent may be able to help you with the dissolution process

Do you need a Tennessee Department of Revenue clearance before the Department of State will accept your dissolution/termination?

You do not have to get the tax clearance from the Department of Revenue before you file the articles of dissolution or termination for your Tennessee corporation.  The Division of Business Services will request a tax clearance for your corporation when you file the articles. If you have any outstanding tax debt, your articles will be rejected.

How long does it take the state to process the filing?

If you mail your LLC or corporation dissolution documents, they are processed in 3-5 business days. If you deliver documents in person DBS will process them while you wait. Tennessee DBS does not offer expedited processing.

Getting tax clearance from the Department of Revenue can add time to processing if you have unpaid taxes.

Can I revoke the dissolution?

Yes, you can revoke dissolution any time before you file Articles of Termination.  All you have to do is file Articles of Revocation of Dissolution. There is a $20 filing fee.

How long before someone can take your business name?

As soon as you file your Articles of Termination with DBS, your corporate name is up for grabs by other businesses.   You will also lose your business name automatically if your corporation is administratively dissolved by DBS.

What is the penalty if you just don’t file your annual reports?

Tennessee requires that each corporation deliver an annual report to the Department of State, Division of Business Services. A $20 filing fee must be submitted with the corporations annual report.  If you don’t file both, the DBS will send you a delinquency notice.  If you do not file within sixty days of that notice, your corporation will be administratively dissolved.

Tennessee Secretary of State – Business Services

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