The SS-4246 Tennessee form serves as a Notice of Dissolution for Limited Liability Companies (LLCs) in Tennessee. This form is essential for formally notifying the state of the decision to dissolve an LLC, ensuring compliance with the Tennessee Limited Liability Company Act. By completing this document, members can effectively communicate the dissolution process and its reasons to the Secretary of State.
The SS-4246 form is an essential document for Limited Liability Companies (LLCs) in Tennessee that are seeking to officially dissolve. This form serves as a Notice of Dissolution, allowing the LLC to formally communicate its decision to cease operations to the state. When filling out the SS-4246, it is important to provide specific details, such as the name of the LLC and the reasons for dissolution. These reasons can vary, including member approval of dissolution, expiration of the LLC's duration, or the termination of a member's interest. The form also allows for the inclusion of a delayed effective date, should the dissolution not take effect immediately upon filing. By completing this document accurately and submitting it to the appropriate office, LLCs can ensure compliance with Tennessee law, thus protecting the interests of their members and any stakeholders involved. The filing fee for this form is $20, making it a straightforward step in the dissolution process.
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When filling out the SS-4246 Tennessee form, consider the following guidelines:
The Certificate of Cancellation is a document used by Limited Liability Companies (LLCs) to formally cancel their registration with the state. Similar to the SS 4246 form, it requires information about the LLC, including its name and the reason for cancellation. Both documents serve to notify the state of the company's intent to dissolve, ensuring that all legal obligations are addressed. The Certificate of Cancellation may also require a statement regarding the approval of members, paralleling the member approval process outlined in the SS 4246.
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The Articles of Dissolution is another document that LLCs file to officially dissolve the company. Like the SS 4246, it provides a formal declaration of the company's dissolution and includes details such as the company name and the effective date of dissolution. Both documents require member approval, which can be indicated through a meeting or written consent. The Articles of Dissolution may also reference specific provisions of state law, similar to the statutory references found in the SS 4246 form.
The Statement of Intent to Dissolve is a preliminary notice that an LLC intends to dissolve. This document is similar to the SS 4246 in that it informs the state and interested parties of the company's plans. It often requires a description of the dissolution process and any relevant member decisions. While the SS 4246 serves as a final notice of dissolution, the Statement of Intent is an initial step that can help manage the dissolution timeline and obligations.
The Notice of Dissolution for Corporations is akin to the SS 4246, but it is specifically designed for corporations rather than LLCs. Both documents notify the state of a business's intent to dissolve and require similar information, such as the name of the entity and the reason for dissolution. They also involve member or shareholder approval, ensuring that all necessary parties are informed and have consented to the dissolution process. The Notice of Dissolution for Corporations may follow a different statutory framework but shares the same fundamental purpose as the SS 4246.
Completing the SS-4246 form for a Notice of Dissolution in Tennessee involves providing specific information about your limited liability company (LLC). Each section must be filled out accurately to ensure proper processing. Follow the steps below to complete the form correctly.
After completing the form, review it for accuracy. Once satisfied, submit it along with the filing fee of $20 to the appropriate address. Ensure that you keep a copy for your records.
Filling out the SS-4246 Tennessee form can be straightforward, but common mistakes can lead to delays or complications. One frequent error is leaving the name of the Limited Liability Company blank. This is a critical piece of information that must be included for the form to be processed. Without it, the Secretary of State cannot identify the entity in question.
Another mistake involves incorrectly marking the applicable dissolution statement. There are specific options to choose from, and failing to select the correct one can result in rejection. Each option has its own requirements, so it’s essential to read them carefully before making a selection.
Some individuals forget to provide the date of the meeting when dissolution was approved by members. While this date is not required under the Tennessee Revised LLC Act, including it can provide clarity. Omitting it might raise questions during processing.
Additionally, people often neglect to fill in the expiration date when dissolution is based on the expiration of the LLC duration. This date is necessary to validate the reason for dissolution. Without it, the form may be deemed incomplete.
Another common error is failing to specify the event leading to dissolution when applicable. If dissolution is based on an event outlined in the articles or operating agreement, it must be clearly stated. Leaving this section blank can lead to confusion and potential delays.
Individuals sometimes overlook the section for a delayed effective date. If the dissolution is not intended to take effect immediately, this information must be filled out accurately. A mistake here could result in the dissolution taking effect sooner than planned.
Signatures are another area where mistakes frequently occur. It is essential that the person signing the form is authorized to do so. Incomplete or incorrect signatures can lead to the form being rejected. Always double-check that the signer’s capacity is correctly indicated.
Lastly, failing to include the filing fee can halt the process. The form requires a $20 fee, and this must be submitted along with the form. Omitting payment can result in delays or a complete rejection of the filing.
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