Tennessee Articles of Dissolution

Introduction

Key Things to Know

1. 1

   Tennessee's Articles of Dissolution For-Profit Corporation, form SS-4410, is the filing that places a domestic for-profit Tennessee corporation into dissolution with the Secretary of State under Tennessee Code Annotated Section 48-24-103. It does not end the corporation. Existence ends on the separate Articles of Termination of Corporate Existence, form SS-4412. A Tennessee LLC and a Tennessee nonprofit corporation file different instruments.

2. 2

   The Department of Revenue clearance attaches to the termination filing, not the dissolution filing. Form SS-4412 states that tax clearance verification for termination must be obtained from the Tennessee Department of Revenue before the articles are accepted, and that without it the Articles of Termination will be rejected and returned to the applicant. Revenue can be reached at (615) 253-0700.

3. 3

   Order matters. The Articles of Dissolution must be filed before or at the same time as the Articles of Termination. Where SS-4410 carries a delayed effective date, which may not exceed ninety (90) days from filing, SS-4412 cannot be submitted until that date arrives.

4. 4

   Each filing costs twenty dollars ($20), so the ordinary two-step exit is forty dollars ($40) in Secretary of State fees. Both go to the Division of Business and Charitable Organizations, 312 Rosa L. Parks Avenue, Nashville, TN 37243-1102. E-file, mail and walk-in are all accepted, and card or e-check payments add a convenience fee that a check avoids.

5. 5

   The board recommends dissolution and the shareholders approve it, by a majority of all the votes entitled to be cast on the proposal unless the charter or the board sets a higher bar (Tennessee Code Annotated Section 48-24-102). Tennessee then wants the paper: SS-4410 requires the written consent or a copy of the authorizing resolution to be attached, and the Secretary of State publishes form SS-4255, Written Consent to Dissolution of Corporation, signed by all the shareholders entitled to vote.

6. 6

   Notice to creditors is elective in Tennessee, not mandatory. A dissolved corporation may notify known claimants in writing, in which case the deadline it sets must be no fewer than four months from the effective date of that notice, and may publish notice of dissolution in a newspaper of general circulation in the county of its principal office, which bars claims not sued on within two years of publication. Claims reach undistributed assets and reach shareholders up to each one's pro rata share of what was distributed.

7. 7

   A corporation that has issued no shares or has not commenced business can use form SS-4423, Articles of Dissolution and Termination by Incorporators or Initial Directors of a For-Profit Corporation, under Section 48-24-101, for twenty dollars ($20). It still needs the Revenue clearance. None of these Tennessee forms is notarized; each is signed by a person certifying authority and accuracy, and a typed or conformed signature is rejected.

Tennessee Requirements for Articles of Dissolution

• Department of Revenue Tax Clearance for Termination

  Form SS-4412 states on its face that prior to the Articles of Termination of Corporate Existence being accepted for filing, tax clearance verification for termination must be obtained from the Tennessee Department of Revenue, and that if it cannot be obtained the Articles of Termination will be rejected and returned to the applicant. Tennessee Code Annotated Section 48-24-108 conditions the filing on the articles being accompanied by that clearance. Revenue clearance line: (615) 253-0700.

• The Dissolution Filing Itself Is Not Clearance Gated

  Form SS-4410 carries no reference to the Department of Revenue or to any tax clearance, on the form face or anywhere in its instructions. A scoped scan of the complete form PDF returned zero hits for clearance, revenue and tax. The practical trap is that a corporation can file SS-4410, be dissolved, and still be carried on the Secretary of State rolls because it never reached the gated second filing.

• Final Franchise and Excise Return Through Liquidation

  The Department of Revenue issues the clearance only after a business files all returns to date and makes all required payments, including a final franchise and excise tax return through the date of liquidation or the date the taxpayer ceased operations in Tennessee, with all tax, penalty and interest paid. Revenue then mails the certificate to the taxpayer listed mailing address.

• Two Filings: SS-4410 Then SS-4412, In That Order

  Tennessee uses form SS-4410, Articles of Dissolution For-Profit Corporation (Rev. 07/25), under Section 48-24-103, then form SS-4412, Articles of Termination of Corporate Existence (Revised 06/26), under Section 48-24-108. The Articles of Dissolution must be filed before or at the same time as the Articles of Termination, and where SS-4410 carries a delayed effective date, which cannot exceed ninety days from filing, SS-4412 cannot be submitted until that date.

• Twenty Dollars Per Filing, Division of Business and Charitable Organizations

  Both SS-4410 and SS-4412 print Filing Fee $20.00 on the form face and repeat the $20 figure in the instructions, where each also warns that articles submitted without the proper fee will be rejected. The ordinary two-step exit is therefore $40 in state fees. Filings go to the Division of Business and Charitable Organizations, 312 Rosa L. Parks Avenue, Nashville, TN 37243-1102, by e-file at tncab.tnsos.gov, by mail or walk-in. Card and e-check payments add a convenience fee that a check avoids.

• Shareholder Consent or Resolution Must Be Attached

  Item 4 of SS-4410 states that the written consent or a copy of the resolution authorizing the dissolution is attached, and the instructions repeat that a copy must be attached. The Secretary of State publishes form SS-4255, Written Consent to Dissolution of Corporation (Revised 09/25), executed by all the shareholders entitled to vote. Under Section 48-24-102 the board submits the proposal and the shareholders adopt it by a majority of all the votes entitled to be cast unless the charter or the board requires more.

• Elective Creditor Notice: Four Months or Two Years

  Tennessee compels no notice. Under Section 48-24-106 a dissolved corporation may notify known claimants in writing, and a notice on that route must set a claim deadline no fewer than four months from its effective date, with three months to sue after a rejection. Under Section 48-24-107 it may publish notice of dissolution in a newspaper of general circulation in the county of its principal office, barring claims not sued on within two years. Claims reach shareholders up to each pro rata share of distributions.

• Short Form SS-4423 for a Corporation With No Shares Issued

  Form SS-4423 (Revised 10/25), filed under Section 48-24-101 for $20, does the dissolution and the termination in one document. It is open only where none of the corporation shares have been issued or the corporation has not commenced business, a majority of the incorporators or initial directors authorized the dissolution, no debt remains unpaid, and any net assets remaining after winding up have gone to the shareholders. The Revenue tax clearance still applies.