Subject: Important Notice Regarding the Administrative Dissolution or Revocation of Your Corporation in Tennessee Dear [Corporation Name], We hope this letter finds you well. The purpose of this correspondence is to bring to your attention an urgent matter concerning your corporation's status with the state of Tennessee. Please read this letter carefully and take the necessary steps to address the issue promptly. It has come to our attention that your corporation, [Corporation Name], is at risk of administrative dissolution or revocation. This notice serves as an official notification of the state's intent to take action if the outstanding obligations are not addressed immediately. The Tennessee Secretary of State's office has identified the following grounds for administrative dissolution or revocation: 1. Failure to File Annual Reports: In Tennessee, corporations are required to file annual reports along with the appropriate filing fee with the Secretary of State's office. Non-compliance with this obligation may result in administrative dissolution or revocation. 2. Failure to Appoint or Maintain a Registered Agent: Every corporation in Tennessee must appoint and continuously maintain a registered agent who has a physical address within the state. If your corporation fails to do so, it may be subject to administrative dissolution or revocation. 3. Failure to Pay State Taxes: All corporations must fulfill their tax obligations to the state of Tennessee. Failure to pay state taxes can lead to administrative dissolution or revocation. 4. Failure to Maintain Good Standing with the Tennessee Secretary of State: Corporations are required to comply with all statutory requirements, including submitting necessary documentation, paying fees, and maintaining up-to-date records. Failure to meet these requirements may result in administrative dissolution or revocation. To prevent the administrative dissolution or revocation of your corporation, we strongly urge you to take immediate action. You must rectify any outstanding issues mentioned above by [specific deadline]. Failure to do so may result in the termination of your corporation's legal existence in Tennessee. To address these concerns, we recommend taking the following actions: 1. File any missing or overdue annual reports along with the appropriate filing fee immediately. 2. Ensure that you have appointed a registered agent who meets the state's requirements and maintains a valid physical address in Tennessee. 3. Fulfill your tax obligations promptly, ensuring that all outstanding taxes are paid. 4. Review your corporation's records and documentation to ensure they are accurate, up-to-date, and compliant with the laws and regulations of the state. Should you require assistance or have any questions regarding the administrative dissolution or revocation process, it is advisable to seek legal counsel or consult with a qualified professional. Please note that this letter serves as an official notice of intent to take action, and failure to address the mentioned concerns may lead to the administrative dissolution or revocation of your corporation. Once dissolved or revoked, the rights, privileges, and powers of your corporation will cease to exist in Tennessee. We strongly encourage you to rectify the situation promptly to avoid any detrimental consequences. Thank you for your immediate attention to this matter. Sincerely, [Your Name] [Your Title/Position] [Your Contact Information]
Tennessee Sample Letter regarding Notification of Official Notice of Intent to Administratively Dissolve or Revoke Corporation
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FAQ
What are the differences between liquidation and dissolution? Dissolving a company through the process of dissolution often takes place when a company is solvent, but is no longer trading. Liquidation however, occurs due to a company having financial difficulties and therefore being unable to keep up with their debts.
What You Can Do Here File an Application for Reinstatement for a business and pay the fee online. The filing fee is $70. ... Print and Mail the Application for Reinstement. Information will be collected through the online tool, and then printed on the correct form to be mailed to the Secretary of State with payment.
Administrative dissolution is the taking away of the rights, powers, and authority of a domestic corporation, LLC, or other statutory business entity by the state administrator overseeing business entities, due to the entity's failure to comply with certain obligations of the business entity statute.
Once a company is dissolved, it no longer exists as a legal entity and cannot conduct business or enter into contracts. Dissolution may also trigger a number of certain legal obligations, such as the distribution of remaining assets to creditors or shareholders. It also might involve the filing of final tax returns.
People who continue to operate a business that has been dissolved, are taking a serious risk. That's because once the company dissolves, the corporate protections no longer exist. That means that someone who operates the dissolved business, can be sued personally for anything the (dissolved) company does.
For example, under the Canada Business Corporations Act (CBCA), creditors can still sue a dissolved corporation, and judgment creditors can execute judgment against the property of the dissolved corporation as if it had not been dissolved.
When a corporation dissolves, it means to officially close down or end the enterprise so it is no longer running.
If your company has accepted contributions, use Form SS-4246 Notice of Dissolution ? Limited Liability Company. It also needs to file Form SS-4245 Articles of Termination after filing the first form and winding up the business. In certain cases, the state administration dissolves a company.
