The SS-4246 Tennessee form serves as a Notice of Dissolution for a Limited Liability Company (LLC) operating within the state. It is a formal declaration submitted to Tennessee's Secretary of State, indicating that the LLC intends to dissolve according to specific provisions outlined in either the Tennessee Limited Liability Company Act or the Tennessee Revised Limited Liability Company Act.
An LLC must file the SS-4246 form under several circumstances, including when dissolution is approved by members, upon the expiration of the LLC's duration, if a member's interest terminates, or upon the occurrence of a specific event that mandates dissolution as per the LLC's articles of organization or operating agreement.
The filing fee for submitting the SS-4246 Notice of Dissolution is $20. This fee is payable to the Tennessee Secretary of State at the time of filing.
Can the effectiveness of the dissolution be delayed?
Yes, the form allows for the stipulation of a delayed effective date/time of the dissolution. However, this delayed effective date cannot be later than the 90th day after the document is filed with the Secretary of State.
The SS-4246 form requires several pieces of information, including:
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The name of the Limited Liability Company.
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Detailed reason for the dissolution, which includes approval by members, expiration of the LLC, termination of a member's interest, or the occurrence of a specified event.
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If applicable, the delayed effective date/time of the dissolution.
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The signature, capacity, and contact information of the individual filing the form.
The SS-4246 form must be signed by an authorized representative of the LLC. This could be a member, manager, or another individual specifically authorized to act on behalf of the company. The signer’s capacity, alongside their signature, must also be clearly indicated on the form.
The form references several sections of the Tennessee Code, including:
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§48-245-101, §48-245-202(b) for the Tennessee Limited Liability Company Act.
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§48-249-609, §48-249-603(b) for the Tennessee Revised Limited Liability Company Act.
These sections detail the procedural requirements and grounds for dissolving a Limited Liability Company in Tennessee.
The completed SS-4246 form, along with the $20 filing fee, must be submitted to the Corporate Filings division of the Tennessee Secretary of State. This can be done either via mail or in person at the specified address on the form. It's essential to ensure all information is accurate and the necessary fee is included to prevent delays in the dissolution process.
After filing, the Secretary of State will review the Notice of Dissolution to ensure compliance with state law. If approved, the dissolution will take effect either immediately or on the delayed effective date specified in the form. The LLC will then proceed with winding up affairs, which includes notifying creditors, disposing of assets, and completing any other legal requirements necessary to terminate the business entity fully.