Homepage Fill Out a Valid Ss 4246 Tennessee Form
Article Map

Embarking on the journey of ending a Limited Liability Company (LLC) in Tennessee involves a critical step: submitting the SS-4247 Tennessee form, officially known as the Notice of Dissolution. This document is pivotal for any LLC looking to dissolve officially and is governed by specific sections of the Tennessee Limited Liability Company Act and the Tennessee Revised Limited Liability Company Act. With addresses provided for submission and clear instructions, this form lays out the necessary information that needs to be disclosed: from the LLC's name, the outlining of the dissolution's basis—whether it's due to a decision approved by members, the expiration of the company, a change in membership, or other specified events—to the possible delay in the effective date of dissolution as permitted by law. The requirement for member approval, meeting specifics, or the automatic triggers based on the company's pre-determined duration or events, reflect the structured yet flexible approach of Tennessee's legal framework towards business cessation. A modest filing fee accompanies this essential document, signaling the final administrative step in the closure of a business entity, thus reinforcing the importance of the SS-4247 form in the procedural unwinding of an LLC in Tennessee.

Example - Ss 4246 Tennessee Form

Corporate Filings

312 Rosa L. Parks Ave.

6th Floor, William R. Snodgrass Tower

Nashville, TN 37243

NOTICE OF DISSOLUTION

(LIMITED LIABILITY COMPANY)

For Office Use Only

Pursuant to the provisions of §48-245-101 of the Tennessee Limited Liability Company Act, or pursuant to the provisions of §48-249-609 of the Tennessee Revised Limited Liability Company Act, the undersigned Limited Liability Company submits the following Notice of Dissolution:

1.The name of the Limited Liability Company is: ________________________________________________

2.If any one of the following statements apply, please mark and complete:

(a)Dissolution was approved by members pursuant to TCA §48-245-202(b) or §48-249-603(b), and [select one]

the resolution was approved at a meeting held on ______________________________

date)[Date not required under TN Revised LLC Act];The requisite vote of the members was received.

(or)

the members validly took action without a meeting.

(b)Dissolution is based upon the expiration of the LLC duration pursuant to TCA §48-245-101(a)(1) or §48-249-601, and the expiration date is _______________________ (date).

(c) Dissolution is based upon termination of a member's interest pursuant to TCA §48-245-101(a)(5), and the continued membership of a member terminated on _____________________

(date).

(d)Dissolution is based upon the occurrence of the following event as specified in the articles or operating agreement pursuant to TCA §48-249-601

____________________________________________________________________________________

____________________________________________________________________________________

and the date of the event is ______________________ (date).

3.If the document is not to be effective upon filing by the Secretary of State, the delayed effective date/ time is: ________________ , ___________ (date), ________________ (time).

(A delayed effective date shall not be later than the 90th day after the date this document is filed by the Secretary of State)

______________________________________

____________________________________________

Signature Date

Name of Limited Liability Company

______________________________________

____________________________________________

Signer’s Capacity

Signature

 

____________________________________________

 

Name (typed or printed)

SS-4246 (Rev. 01/06)

Filing Fee: $20

RDA 2458

Form Breakdown

Fact Name Description
Applicable Law The Notice of Dissolution for a Limited Liability Company (LLC) in Tennessee is governed by the Tennessee Limited Liability Company Act, specifically under §§48-245-101 for dissolution and the Tennessee Revised Limited Liability Company Act under §48-249-609 for dissolution requirements.
Purpose of Form This form is used by an LLC in Tennessee to officially notify the Secretary of State that the company is dissolving, in compliance with the relevant sections of Tennessee's LLC laws.
Filing Requirement The form requires various information, including the name of the LLC, the basis for dissolution (approved by members, expiration of the LLC duration, termination of a member's interest, or occurrence of a specified event), and if applicable, a delayed effective date/time of the dissolution not to exceed the 90th day after filing.
Filing Fee A filing fee of $20 is required with the submission of the Notice of Dissolution form to the Tennessee Secretary of State's office.

Detailed Instructions for Filling Out Ss 4246 Tennessee

Once the decision to dissolve a Limited Liability Company (LLC) in Tennessee has been made, the SS-4246 form must be completed and submitted to the Tennessee Secretary of State. This step is crucial in formally starting the dissolution process and ensuring that the closure of the LLC is recognized by the state. Here is a straightforward guide to help you accurately fill out the SS-4246 Tennessee form.

  1. Enter the name of the Limited Liability Company in the space provided on the form.
  2. Check the box that best describes the reason for the LLC's dissolution:
    • If the dissolution was approved by members, check box (a) and specify if the resolution was approved at a meeting or if action was taken without a meeting. Add the date of the meeting or action.
    • If the dissolution is because the LLC reached its expiration date, check box (b) and provide the expiration date.
    • If the dissolution is due to the termination of a member's interest, check box (c) and indicate the date the membership terminated.
    • If the dissolution is due to a specific event outlined in the articles or operating agreement, check box (d) and detail the event and its date.
  3. If the document is supposed to be effective on a date later than the filing date, provide the delayed effective date and time in the space given. Remember, this date cannot be later than the 90th day after the document is filed.
  4. Sign and date the form in the spaces provided at the bottom.
  5. In the "Name of Limited Liability Company" field, re-enter the name of the LLC.
  6. Specify the signer’s capacity (e.g., member, manager).
  7. Under "Signature", sign your name.
  8. Finally, type or print your name in the designated field.

After completing the SS-4246 form, you must submit it along with the $20 filing fee to the Tennessee Secretary of State. The address is Corporate Filings, 312 Rosa L. Parks Ave., 6th Floor, William R. Snodgrass Tower, Nashville, TN 37243. It's important to ensure that all information is accurate and complete before submission to avoid any delays in the dissolution process. Following these steps carefully will help facilitate a smooth transition through the dissolution phase of your LLC.

More About Ss 4246 Tennessee

What is the purpose of the SS-424783 Tennessee form?

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.

When must an LLC file the SS-4246 Tennessee form?

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.

What is the filing fee for the SS-4246 form?

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.

What information is required on the SS-4246 form?

The SS-4246 form requires several pieces of information, including:

  1. The name of the Limited Liability Company.
  2. 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.
  3. If applicable, the delayed effective date/time of the dissolution.
  4. The signature, capacity, and contact information of the individual filing the form.

Who needs to sign the SS-4246 Tennessee 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.

What sections of the Tennessee Code does the SS-4246 form refer to?

The form references several sections of the Tennessee Code, including:

  • §48-245-101, §48-245-202(b) for the Tennessee Limited Liability Company Act.
  • §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.

How does an LLC officially submit the SS-4246 form?

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.

What happens after the SS-4246 Tennessee form is filed?

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.

Common mistakes

When filling out the SS 4246 Tennessee form for the notice of dissolution of a limited liability company, it is essential to do so carefully to ensure compliance with the state's regulations and to avoid common mistakes that could delay or invalidate the process. Here are seven mistakes often made:

  1. Incorrect Company Name: The name of the Limited Liability Company must match exactly as it is registered with the Tennessee Secretary of State. Even minor discrepancies can lead to the rejection of the form.
  2. Failing to Complete the Applicable Dissolution Basis: The form requires you to mark and complete the statement that applies to the reason for dissolution. Overlooking or inaccurately filling out these sections can cause processing delays.
  3. Omitting the Dissolution Date: Whether the dissolution is based on a membership vote, the expiration of the company, termination of a member’s interest, or another specific event, it’s critical to provide the exact date on which the dissolution takes effect.
  4. Delayed Effective Date Errors: If choosing a delayed effective date, it cannot be later than the 90th day after filing. Filling this section inaccurately or exceeding the 90-day limit can result in denial.
  5. Signature Discrepancies: The individual signing the form must have the authority to do so, and their signature must be accompanied by the correct date and printed name. Mismatched signatures or missing information can invalidate the document.
  6. Inaccurate Filing Fee: A specific filing fee is required with the submission. Overlooking or submitting the wrong amount can delay the dissolution process.
  7. Failure to Specify the Signer’s Capacity: It is imperative to clarify the capacity in which the signatory is acting (e.g., member, manager). Omitting this detail can raise questions about the legitimacy of the filing.

In addition to avoiding these common mistakes, it is advisable to review the entire form for completeness and accuracy before submission. Ensuring that all responses are clearly written and that the form is free of errors will facilitate a smooth dissolution process. Remember, the dissolution of a Limited Liability Company is a significant legal step, and accurate completion of the SS 4246 form is critical for it to be recognized by the Tennessee Secretary of State.

In summary, while the process of completing the SS 4246 form for the notice of dissolution might seem straightforward, attention to detail is crucial. By avoiding the common errors outlined above, you can ensure a timely and successful dissolution process for your limited liability company in Tennessee.

Documents used along the form

Filing the Notice of Dissolution (Limited Liability Company) with form SS-4246 in Tennessee is a significant legal step for a company, marking the beginning of its formal process of closing down. However, this document is usually not the only one needed to fully comply with the legal requirements for dissolution. A handful of other forms and documents are often used along with this form to ensure the smooth completion of the dissolution process. These documents range from initial resolutions to finalize tax forms, each serving a unique purpose in the context of legal and fiscal responsibilities.

  • Articles of Organization (SS-4270): Before dissolution, a company must have initially filed its Articles of Organization, the founding document of an LLC in Tennessee, outlining the basic information and structure of the company.
  • Operating Agreement: Though not filed with the state, this internal document outlines the LLC's operating procedures and ownership details. It may contain specific provisions for dissolution that must be followed.
  • Resolution to Dissolve: A formal resolution passed by the LLC's members or managers indicating the decision to dissolve the company. This precedes the filing of the notice of dissolution.
  • Minutes of the Meeting: Written records of the meeting where the dissolution was approved, detailing the discussion and the final vote, providing legal evidence of the decision.
  • Cancellation of Business Name (SS-4254): To formally abandon the LLC’s business name and prevent its future use, this form notifies the state of the cancellation.
  • Final Tax Returns: Both federal and state tax returns marked “final return” must be filed, signifying the end of the company's tax obligations.
  • IRS Form 966: If the LLC has elected to be treated as a corporation for tax purposes, this form is required by the IRS to report a corporate dissolution or liquidation.
  • Notice to Creditors: A written notice informing all creditors of the LLC’s dissolution, advising them on the procedures to submit their claims.
  • Articles of Termination (SS-4248): Filed after all debts have been cleared and assets distributed, this document formally concludes the LLC's existence in the eyes of the state.

Together, these documents create a comprehensive legal path towards dissolving an LLC in Tennessee. It's important for those going through this process to understand not only the purpose of each document but also the correct sequence and timing for their submission. While the process may seem daunting, proper preparation and organization can simplify it, ensuring that all legal and fiscal responsibilities are met in an orderly manner.

Similar forms

The SS-4246 Tennessee form, a Notice of Dissolution for a Limited Liability Company (LLC), shares similarities with the Articles of Organization for LLCs. Both are formal documents filed with the state to modify the status of the company in the state's records. Where the Articles of Organization are used to establish a new LLC, providing essential information such as the company's name, principal address, and the names of its members, the SS-4246 serves to officially dissolve the same entity. Both documents are crucial for the legal establishment and cessation of an LLC, ensuring that the entity's status is correctly updated in the state records.

Another document akin to the SS-4246 is the Statement of Change of Registered Agent. This document, like the Notice of Dissolution, is filed with the state to update the records about an LLC’s operational details – specifically, changes in the designated agent responsible for receiving legal documents on behalf of the company. While focusing on different aspects of the company's operations, both forms are pivotal for maintaining up-to-date information with the state, ensuring that communications and legal notices are correctly directed.

The Annual Report for LLCs also parallels the SS-4246 in its function as a regularly filed document that keeps the state informed about the company's current status. Like the Notice of Dissolution, which marks the end of an LLC's legal existence, the Annual Report provides a yearly update on the LLC's activities, membership, and financial health. Both are formal communication tools between the LLC and the state, although they serve at different stages in the company’s lifecycle – inception, operation, and dissolution.

Similarly, the Articles of Amendment for LLCs share common ground with the SS-4246 form. The Articles of Amendment are filed to record any changes to the initially filed Articles of Organization, such as changes in the company name, purpose, or management structure. The Notice of Dissolution, on the other hand, is a specific type of amendment indicating the company's decision to terminate its existence. Both documents are essential for reflecting the current reality of the LLC within state records, ensuring that all changes in status or structure are legally recognized.

Finally, the Application for Reinstatement, which is used by LLCs seeking to restore their active status after being administratively dissolved, can be considered a reverse counterpart to the SS-4246. While the SS-4246 marks the formal discontinuation of a business's legal existence under its registered LLC, the Application for Reinstatement signifies a company's intention to return to active status. Both processes involve detailed documentation that informs the state of significant changes in the company's lifecycle, facilitating legal compliance and enabling ongoing or renewed operations.

Dos and Don'ts

When completing the SS-4246 form for the dissolution of a Limited Liability Company (LLC) in Tennessee, individuals must navigate through a series of legal requirements diligently. Below are structured guidelines on what should and should not be done during this process.

Things You Should Do

  1. Ensure that the name of the Limited Liability Company is correctly filled in, matching the name as registered with the Tennessee Secretary of State to avoid any discrepancies.
  2. Clearly indicate the reason for dissolution by selecting the appropriate statement that applies to your situation, such as dissolution approval by members, expiration of the LLC, termination of a member's interest, or occurrence of a specific event as outlined in your Articles of Organization or operating agreement.
  3. If specifying a delayed effective date of the dissolution, confirm that this date is not more than the 90th day after the form is filed with the Secretary of State to adhere to the legal timeframe.
  4. Provide accurate and complete contact information, including the signature, name (typed or printed), and capacity of the person filing the notice to ensure that the Secretary of State can correspond with the LLC if necessary.

Things You Shouldn't Do

  1. Avoid leaving any mandatory fields incomplete, such as failing to indicate the reason for dissolution or not providing a specific date when required, as this can result in the rejection of the form.
  2. Do not submit the form without the requisite filing fee of $20. The lack of payment will delay the processing of your dissolution notice.
  3. Refrain from providing misleading or incorrect information about the LLC's dissolution circumstances, as this can lead to legal penalties or complications in the dissolution process.
  4. Avoid setting an effective date of dissolution that exceeds the 90-day period after filing with the Secretary of State, as it contradicts the provisions set by the Tennessee Limited Liability Company Act.

Adherence to these guidelines will facilitate a smoother process in the dissolution of a Limited Liability Company within the state of Tennessee, ensuring compliance with the relevant statutes and reducing the likelihood of delays or legal challenges.

Misconceptions

When discussing the SS-4246 Tennessee form, which is essential for Limited Liability Companies (LLCs) in the state aiming to dissolve, several misconceptions can lead to confusion or errors in the filing process. It's crucial to dispel these myths for a smoother legal procedure.

  • Only the signature of the current managing member is required. Despite the straightforward appearance of the signature section, it is a common misconception that only the current managing member's signature is necessary. In fact, the signature of the person filing, who may not always be the managing member, alongside their capacity, is also required to authenticate the form.
  • The form is effective immediately upon filing. Many believe that once the SS-4246 form is submitted, the dissolution is instant. However, the form provides an option for the effective date to be delayed, up to 90 days after filing. This allows companies to plan their dissolution effectively and finalize any outstanding business.
  • No meeting or vote is necessary for dissolution. Contrary to this belief, the form outlines specific circumstances where a vote or meeting is required for dissolution, such as the approval by members as per TCA §48-245-202(b) or §48-249-603(b). This ensures all members have a say in the decision, whether through a meeting or a valid action without one.
  • The filing fee is negotiable or can be waived. There is a set filing fee of $20 for the SS-4246 form, which is stipulated by the state. This fee is not negotiable nor subject to waivers, misguiding those who might believe they can avoid this cost. The fee contributes to the administrative costs of processing the dissolution.

Understanding these aspects of the SS-4246 Tennessee form is vital for LLCs undergoing the dissolution process. By clarifying these points, companies can navigate the procedure more confidently and ensure compliance with state requirements.

Key takeaways

Understanding the process of dissolving a Limited Liability Company (LLC) in Tennessee is crucial for owners looking to terminate their business. The SS-4246 form, specifically designed for this purpose, outlines the procedure and requirements. Here are key takeaways regarding this form:

  • The SS-4246 Tennessee form is officially titled "Notice of Dissolution" and is intended for Limited Liability Companies within the state.
  • This form is applicable under two distinct statutes, §48-245-101 of the Tennessee Limited Liability Company Act and §48-249-609 of the Tennessee Revised Limited Liability Company Act, which cater to different classes of LLCs.
  • One of the primary requirements for filling out this form is to correctly state the name of the Limited Liability Company as registered.
  • Dissolution can proceed through various means, such as a vote by the members, the expiration of the company's duration as initially filed, a termination of a member's interest, or the occurrence of a specific event detailed in the articles or operating agreement.
  • For the dissolution to be recognized, it may be required that the resolution was approved at a member meeting or through a valid action without a meeting. This underscores the importance of understanding and following the specific governance structure of the LLC.
  • If the dissolution is due to the expiration of the company's determined duration or a specific event, those dates must be clearly indicated on the form.
  • Should there be a preference for the dissolution to take effect on a later date, rather than immediately upon filing, this delayed effective date can be specified. However, it must not exceed 90 days from the filing date.
  • The signature of an authorized individual, along with their capacity and the date, is mandatory for the submission to be considered valid. Additionally, the name of the signer must be typewritten or printed clearly.
  • There is a filing fee of $20 associated with the SS-4246 form, which must be paid to the Tennessee Secretary of State to process the Notice of Dissolution.
  • It's crucial for filers to understand the legal implications and requirements of dissolving an LLC, potentially consulting with a legal expert to ensure compliance with all Tennessee state laws and regulations.

Successfully completing and submitting the SS-4246 form is a significant step in legally dissolving an LLC in Tennessee. By following these guidelines, LLC owners can ensure that they meet all necessary legal procedures, making the dissolution process as smooth and efficient as possible. Remember, the dissolution of a Limited Liability Company is an important legal process, and careful attention to detail is necessary to fulfill all state requirements.

Please rate Fill Out a Valid Ss 4246 Tennessee Form Form
4.71
Incredible
231 Votes