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Within the framework of the Tennessee business landscape, the legal dissolution of a Limited Liability Company (LLC) is a process meticulously outlined by the SS-4246 Tennessee form. This document serves as a formal notice of dissolution and adheres to specific statutes within the Tennessee Limited Liability Company Act or its revised counterpart, ensuring compliance and procedural correctness. Entities engaged in this procedural step must provide comprehensive information, including the LLC's name, the basis for dissolution—whether by members' approval, expiry of the company's term, termination of a member's interest, or occurrence of a predetermined event—as well as any effective dates if not immediate. Furthermore, the form's design accommodates either a traditional meeting-based resolution or actions taken without a meeting, alongside stipulations for delayed effectiveness, capped at 90 days post-filing. Offering a modest $20 filing fee and operating under the established regulations, the SS-4246 encapsulates a crucial process in the lifecycle of an LLC within Tennessee, marking the transition with clarity and procedural fidelity.

Document Preview Example

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

Document Data

Fact Name Description
Form Purpose Notice of Dissolution for a Limited Liability Company (LLC).
Applicable Law Tennessee Limited Liability Company Act, specifically §48-245-101 and §48-249-609 for dissolution.
Key Sections for Dissolution Approval by members (§48-245-202(b) or §48-249-603(b)), expiration of the LLC (§48-245-101(a)(1) or §48-249-601), termination of a member's interest (§48-245-101(a)(5)), and occurrence of specified events in the articles or operating agreement (§48-249-601).
Effective Date Options Document can be effective upon filing or can have a delayed effective date/time, not to exceed the 90th day after filing.
Submission Address Corporate Filings, 312 Rosa L. Parks Ave., 6th Floor, William R. Snodgrass Tower, Nashville, TN 37243.
Filing Fee $20.
Form Revision Date January 2006 (SS-4246 Rev. 01/06).

Detailed Guide for Using Ss 4246 Tennessee

Filing the SS-4246 Tennessee form is a critical step for a Limited Liability Company (LLC) to officially acknowledge its dissolution with the state. During this process, each section needs careful attention to ensure accuracy and compliance with Tennessee law. Following submission, the form will be processed by the Tennessee Secretary of State's office, marking the company's formal entry into dissolution. This status impacts several aspects of the business, including its obligations and legal standing. The guidance below details how to complete this form step by step.

  1. Write the full legal name of the Limited Liability Company exactly as it was registered in the state of Tennessee in the space provided.
  2. Review the statements in section 2 and mark the box next to the scenario that applies to the dissolution of the LLC. These scenarios are predefined reasons under Tennessee law for which an LLC might be dissolved.
  3. If dissolution was approved by members, indicate whether it was through a vote at a meeting or by action taken without a meeting. If a meeting was held, enter the date of the meeting.
  4. If dissolution is occurring because the LLC's duration has expired, enter the expiration date as stipulated in the company's formation documents.
  5. For dissolution based upon the termination of a member’s interest, provide the date on which the membership terminated.
  6. If the dissolution is triggered by an event specified in the articles of organization or operating agreement, describe the event and provide the date it occurred.
  7. If the dissolution should not take effect immediately upon filing, specify a delayed effective date and time, making sure it is within 90 days of the filing date.
  8. Sign and date the form at the bottom. The signer must include their capacity (e.g., member, manager), ensuring the signature matches the name printed below it.
  9. Print the name of the signer clearly beneath the signature.
  10. Collect the necessary filing fee of $20, preparing to submit it along with the completed form to the Tennessee Secretary of State's office.

Following the submission of this form with the required information and appropriate fee, the document will undergo review by the Secretary of State. Once processed, confirmation of the LLC’s dissolution will be issued. This formal acknowledgment serves as a crucial record for the company, indicating its official status and assisting in the completion of any remaining legal or financial responsibilities. Ensuring the accuracy and completeness of this form is foundational to a smooth transition during this significant change.

Important Questions on This Form

What is the SS-4246 form used for in Tennessee?

The SS-4246 form, titled Notice of Dissolution, is specifically designed for limited liability companies (LLCs) in Tennessee that intend to dissolve. The form serves as a formal declaration to the Secretary of State that the company has elected to dissolve under the provisions of either the Tennessee Limited Liability Company Act or the Tennessee Revised Limited Liability Company Act. This is a necessary step for LLCs to legally terminate their existence in the state of Tennessee.

Who needs to file the SS-4246 Notice of Dissolution?

Any limited liability company (LLC) registered in the State of Tennessee that wishes to dissolve must file the SS-4246 form with the Secretary of State. This applies to both LLCs that are dissolving by the choice of its members or those dissolving due to other reasons such as expiration, membership termination, or occurrence of a specific event outlined in the articles of organization or operating agreement.

What are the necessary steps to complete the SS-4246 form?

To correctly fill out the SS-4246 form, follow these steps:

  1. State the legal name of the limited liability company.
  2. Indicate the reason for dissolution by checking the appropriate box and providing the required information, such as the date of the members' resolution, expiration date, date of member's termination, or the specific event leading to dissolution.
  3. If the document is to be effective later than the filing date, provide the delayed effective date and time, keeping in mind it cannot be more than 90 days after filing.
  4. Complete the signature section with the signature, printed name, and capacity of the individual authorized to sign on behalf of the LLC.

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

The filing fee for the Notice of Dissolution (SS-4246) form is $20. This fee is payable to the Tennessee Secretary of State when submitting the form for processing.

Where should the SS-4246 form be sent?

The completed SS-4246 form along with the required filing fee should be sent to the Corporate Filings section of the Secretary of State's office at the following address: 312 Rosa L. Parks Ave., 6th Floor, William R. Snodgrass Tower, Nashville, TN 37243.

Can the SS-4246 form be filed electronically?

As of the latest information available, the Tennessee Secretary of State's office allows various forms to be filed electronically. It is advisable to check the official Tennessee Secretary of State website or contact their office directly to confirm if the SS-4246 form can be submitted online.

What happens after the Notice of Dissolution is filed?

Once the SS-4248 Notice of Dissolution is filed and accepted by the Tennessee Secretary of State, the LLC is considered legally dissolved. However, the company must still complete any remaining legal and tax obligations. This includes notifying creditors, settling claims, distributing remaining assets to members, and filing a final tax return.

Is there a deadline to file the Notice of Dissolution?

While there is no specific deadline to file the Notice of Dissolution after deciding to dissolve, it is important to file it promptly as part of the dissolution process. Delaying the filing can result in continued liability for business taxes and obligations. If a delayed effective date is specified, it must be within 90 days of filing.

Common mistakes

Filling out the SS-4246 Tennessee form, which pertains to the Notice of Dissolution for a Limited Liability Company (LLC), requires attention to detail to avoid common mistakes. These common errors can delay the dissolution process or result in the form being returned for corrections, potentially affecting the LLC's closure timeline.

  1. Not specifying the correct dissolution provision: The form offers options under the Tennessee Limited Liability Company Act or the Tennessee Revised Limited Liability Company Act. It's crucial to mark the appropriate provision that applies to your situation. Choosing incorrectly or leaving this section incomplete can void the submission.

  2. Forgetting to mark the applicable statement: With several statements provided regarding the reason for dissolution, such as approval by members, expiration of LLC duration, or termination of a member's interest, it’s important to accurately mark and complete the statement that applies to your LLC. Neglecting to do so or selecting the wrong reason could lead to misunderstandings or rejection of the form.

  3. Leaving the effective date ambiguous: If the dissolution is not to be effective immediately upon filing, the form allows for a delayed effective date/time. Failing to specify this date or setting a date beyond the 90-day limit post-filing can result in non-compliance with the stated guidelines, impacting the effectiveness of the dissolution.

  4. Inaccurate or incomplete information about the dissolution event: When dissolution is based upon a specific event as outlined in the articles or operating agreement, detailing the event and the date it occurred is mandatory. Vague descriptions or missing dates may lead to delays or the necessity for additional documentation.

  5. Signature discrepancies: The form requires the signature of the person filing it, their capacity (e.g., member, manager), and a typed or printed name. Overlooking any of these elements, or if there are inconsistencies between the signature and the typed or printed name, can lead to validation issues. This is particularly crucial for maintaining the integrity of the dissolution process and ensuring proper record-keeping.

Given the legal implications of dissolving an LLC, accuracy, completeness, and adherence to the specific requirements of the SS-4246 form are paramount. Thorough review and consultation with legal guidance can help avoid these common mistakes and ensure a smooth dissolution process for the LLC.

Documents used along the form

Filing the Notice of Dissolution for a Limited Liability Company (Form SS-4246) in Tennessee is a significant step in the process of legally closing your business. However, it's rarely the only piece of documentation required to fully complete the dissolution process and ensure all legal and financial obligations are satisfied. In the context of dissolving a Limited Liability Company (LLC) in Tennessee, several other documents and forms are commonly used alongside the SS-4246 form. Let’s explore some of these additional documents.

  • Articles of Organization (Form SS-4270): Often referenced in the dissolution process, this document is the initial filing that officially created the LLC in Tennessee. It serves as a point of reference for the state and the LLC members.
  • Operating Agreement: While not filed with the state, the LLC's operating agreement outlines the company's financial and functional decisions including rules, regulations, and provisions for the business. It may specify the process for dissolution and should be consulted beforehand.
  • Annual Report (Form SS-4233): Tennessee requires LLCs to file an annual report. If the dissolution occurs mid-year, ensuring the most recent report is filed can prevent future complications.
  • Certificate of Dissolution (Form SS-4243): Some businesses might first file a Certificate of Dissolution before filing the notice, especially if seeking to formalize the decision with immediate effect.
  • IRS Form 966: Required by the Internal Revenue Service when dissolving any corporation or LLC, this form notifies the IRS of the company’s intentions to terminate its existence.
  • Closing Business Tax Accounts: Depending on the LLC's registration with state and local tax agencies, various forms may be needed to close out tax accounts, such as sales tax or employer withholding taxes.

Together, these documents orchestrate the orderly wrap-up of the business under Tennessee law. Each document plays an important part in ensuring that the dissolution of an LLC is recognized by the state, financial institutions, the IRS, and any other necessary entities. Failing to properly file one or more of these documents can lead to legal and financial repercussions. Hence, it is crucial for business owners to be thorough and meticulous during the dissolution process to ensure the complete termination of their LLC's legal and financial obligations.

Similar forms

The SS-4246 Tennessee form, which is a Notice of Dissolution for a Limited Liability Company (LLC), shares similarities with the Articles of Organization document. Both are essential in the lifecycle of an LLC in Tennessee, with the Articles of Organization being necessary for the creation and registration of an LLC, and the SS-4246 for officially dissolving it. They require detailed information about the LLC, such as its name and the nature of its business activities or its decision to dissolve. These documents are integral to the state's record-keeping and regulatory oversight of business entities, ensuring that the formation and dissolution processes are conducted according to state laws.

The SS-4246 form bears resemblance to the Articles of Amendment document used by LLCs to officially record any changes to their original Articles of Organization. Like the Notice of Dissolution, the Articles of Amendment are filed with the Tennessee Secretary of State and include the LLC's name, the change being made, and an affirmation that the amendment complies with state law. Both documents play crucial roles in documenting significant changes in the status or structure of the LLC, ensuring that the state's public records accurately reflect the current status of the company.

Another document similar to the SS-4246 is the Annual Report required by many states for LLCs. These reports typically include current information about the LLC, such as the names and addresses of its members and managers, and changes in membership or management structure since the last report. While the Annual Report focuses on recording ongoing operational statuses, the SS-4246 marks the end of operation for an LLC. Both are fundamental to state compliance, ensuring that the state maintains up-to-date information on active and dissolved business entities.

The Certificate of Authority is another document that shares a connection with the SS-4246 form. It is used by an LLC to register in a state other than the one where it was originally formed, often requiring similar information to what is found on the Notice of Dissolution, such as the LLC's name and home state. While the Certificate of Authority pertains to extending an LLC’s legality to operate across state lines, the SS-4246 deals with the company's cessation of operations. Both documents facilitate the regulatory oversight of LLCs, either expanding or concluding their legal business presence.

Finally, the Operating Agreement of an LLC, though not always filed with the Secretary of State, holds a conceptual resemblance to the SS-4246 form. It outlines the internal operating procedures, including provisions for dissolving the LLC. The Notice of Dissolution actualizes the termination procedures outlined in the Operating Agreement, serving as a formal declaration of the company's intent to dissolve. Both documents are pivotal to the governance and lifecycle management of the LLC, guiding its operation during its active years and detailing the process for its eventual dissolution.

Dos and Don'ts

Filling out the SS-4246 form in Tennessee, related to the Notice of Dissolution for a Limited Liability Company (LLC), requires careful attention to detail. Below are tips on what you should and shouldn't do to ensure the process is smooth and error-free.

What You Should Do:

  • Double-check the legal name of the Limited Liability Company to ensure it matches the name registered with the State of Tennessee.
  • Clearly indicate the reason for the dissolution by selecting the appropriate box and providing any required information such as dates or relevant events.
  • If setting a delayed effective date of the dissolution, confirm that it does not exceed 90 days after the document is filed.
  • Sign and date the form accurately, ensuring that the individual signing holds proper authority to do so on behalf of the LLC.
  • Include the correct filing fee of $20 with your submission to the Secretary of State to avoid delays.
  • Retain a copy of the form and any confirmation or receipt from the Secretary of State for your records.

What You Shouldn't Do:

  • Do not leave any mandatory fields blank. If a section doesn’t apply, clearly mark it as N/A (not applicable).
  • Avoid guessing on specific details like dates or member votes. If unsure, verify the information before submitting the form.
  • Do not choose a delayed effective date without understanding the implications it may have on your liability and tax obligations.
  • Refrain from signing in a capacity you do not hold. False representation can lead to legal complications.
  • Avoid submitting the form< b> without the necessary accompanying documents or approvals as required by the Tennessee Limited Liability Company Act.
  • Do not forget to check current filing requirements and fees as these may change. Always refer to the latest version of the form and instructions.

Taking the time to accurately complete the SS-4246 Tennessee form is crucial for the proper dissolution of your LLC. Adhering to these dos and don'ts will help to ensure compliance with state regulations and avoid delays or legal issues. Always consult with a legal professional if you have specific questions regarding your situation.

Misconceptions

When it comes to the SS-4246 Tennessee form, related to the Notice of Dissolution for a Limited Liability Company, there are several misconceptions that could cause confusion or errors during the dissolution process. Understanding these can help ensure that the process is handled accurately and in accordance with Tennessee law.

  • Misconception #1: A Dissolution Can Be Filed Without Member Approval
    Many believe a Limited Liability Company (LLC) can be dissolved without the members’ approval. However, the form clearly requires indication whether dissolution was approved by members, highlighting the necessity of member consent pursuant to Tennessee Code Annotated (TCA) §48-245-202(b) or §48-249-603(b).

  • Misconception #2: The Effective Date of Dissolution Is Always the Filing Date
    It is often thought that the dissolution becomes effective immediately upon filing the SS-4246 form with the Tennessee Secretary of State. However, the form allows for a delayed effective date/time, not exceeding the 90th day after filing. This means the effective date can be set in the future, within the specified limit.

  • Misconception #3: Any Meeting or Action Is Sufficient for Approval
    Some might interpret that any form of member meeting or action can serve as valid approval for dissolution. However, the form details that the dissolution must have been approved either at a duly held meeting on a specified date or through valid action taken without a meeting, ensuring that all legal requirements for member consent are satisfied.

  • Misconception #4: The Filing Fee Is Negotiable or Varying
    There exists a misunderstanding that the filing fee for the Notice of Dissolution might vary. The form specifies a set filing fee of $20, indicating that the amount is fixed and not subject to change based on circumstances of the dissolution or the LLC.

  • Misconception #5: Detailed Reasons for Dissolution Must Be Provided
    A common misconception is that the LLC must provide a detailed explanation for its dissolution on the SS-4246 form. The form requires the selection of a specific reason for dissolution but does not require exhaustive details—just the selection of the applicable reason, such as expiration of the LLC, termination of a member's interest, or occurrence of a specific event, and the relevant dates.

  • Misconception #6: Anyone Can Sign the Notice of Dissolution
    It's mistakenly thought that any member or individual associated with the LLC can sign the Notice of Dissuntion. The form requires the signature of an authorized person, with their capacity clearly indicated, ensuring the person signing is legally permitted to execute the dissolution on behalf of the LLC.

Clearing up these misconceptions ensures a smoother process for dissolving an LLC in Tennessee, complying with legal requirements and avoiding potential missteps.

Key takeaways

Filling out and submitting the SS 4246 form is a crucial step for Limited Liability Companies (LLCs) in Tennessee that are going through the dissolution process. Here are five key takeaways to ensure the procedure is handled correctly:

  • The SS 4246 form is specifically designed for LLCs in Tennessee looking to dissolve officially under the guidelines set by the Tennessee Limited Liability Company Act or the Tennessee Revised Limited Liability Company Act. Understanding which act your LLC falls under is essential for correctly completing the form.
  • It is important to indicate the reason for the dissolution of the LLC as the form outlines several options, including approval by members, expiration of the LLC, termination of a member's interest, or other specified events in the articles or operating agreement. Choose the option that precisely matches the circumstances leading to the dissolution.
  • Dissolution can either be effective immediately upon filing or at a delayed time, but not more than 90 days after the filing date. When filling out the form, LLCs have the option to specify this effective date of dissolution, allowing for better planning and execution of dissolution procedures.
  • The form requires a filing fee of $20, which must be submitted alongside the completed SS 4246. Ensuring that the payment is accurate and accompanies the form helps avoid delays in the processing of the dissolution notice.
  • All signatures on the form must be original and include the print name and capacity of the person signing. This requirement authenticates the form and formally records who is responsible for the dissolution process within the LLC.

By carefully considering each of these key points, the process of completing and submitting the SS 4246 for the dissolution of an LLC in Tennessee can be navigated more effectively and efficiently. Attention to detail and adhering to the state's requirements are paramount in ensuring a smooth transition during the dissolution phase.

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