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The SS-4246 Tennessee form serves as a formal Notice of Dissolution for Limited Liability Companies (LLCs) in Tennessee. This document is essential for LLCs that have decided to dissolve their business operations, whether due to member approval, expiration of the LLC's duration, or other specified events. Completing this form accurately is crucial for ensuring compliance with state regulations.

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The SS-4246 Tennessee form serves as a critical document for Limited Liability Companies (LLCs) wishing to formally announce their dissolution. This notice is essential for compliance with the Tennessee Limited Liability Company Act, specifically under the provisions outlined in §48-245-101 and §48-249-609. The form requires the LLC to provide its name and select the appropriate reason for dissolution from a series of options. These options include member-approved dissolution, expiration of the LLC's duration, termination of a member's interest, or the occurrence of a specified event in the operating agreement. Each option necessitates specific details, such as the date of the meeting or event, to ensure clarity and legal compliance. Furthermore, if the dissolution is not intended to take effect immediately upon filing, the form allows for the specification of a delayed effective date, which cannot extend beyond 90 days from the filing date. The completion of this form is accompanied by a signature from an authorized individual, affirming the accuracy of the information provided. The filing fee for submitting the SS-4246 is set at $20, making it a relatively straightforward process for LLCs to officially document their dissolution and fulfill their legal obligations.

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Common mistakes

Filling out the SS-4246 form for the dissolution of a Limited Liability Company in Tennessee can be a straightforward process, but it is not without its pitfalls. One common mistake occurs when individuals neglect to provide the full name of the Limited Liability Company. This section is crucial, as it ensures that the correct entity is being dissolved. Omitting this information can lead to confusion and delays in processing.

Another frequent error is failing to check the appropriate box regarding the method of dissolution. The form offers several options, and selecting the wrong one can create significant complications. For instance, if members approved the dissolution at a meeting but the box indicating that action was taken without a meeting is checked, this inconsistency may raise questions about the validity of the dissolution.

Additionally, many individuals overlook the requirement to include specific dates in various sections of the form. Whether it is the date of the meeting where dissolution was approved or the expiration date of the LLC, missing these details can render the application incomplete. Such omissions may lead to the rejection of the form by the Secretary of State’s office.

People often forget to specify a delayed effective date if they intend for the dissolution to take effect at a later time. The form allows for this option, but if left blank, the dissolution will take effect immediately upon filing. This can create unintended consequences for the LLC and its members.

Moreover, signatures are sometimes missing or improperly executed. The form requires the signature of an authorized person, and without this, the document cannot be processed. It is essential to ensure that the person signing has the appropriate authority to act on behalf of the LLC.

In addition to signatures, individuals may neglect to print or type the name of the signer clearly. This detail, while seemingly minor, is vital for verification purposes. Illegible handwriting can lead to confusion and further delays in processing the dissolution.

Another mistake is not paying attention to the filing fee. The SS-4246 form requires a fee of $20, and failing to include this payment can result in the rejection of the filing. It is advisable to check the payment method and ensure that it aligns with the requirements outlined by the Secretary of State’s office.

Lastly, individuals may not keep a copy of the completed form for their records. While it may seem unnecessary at the moment, having a copy can be invaluable for future reference or in the event of any disputes. Documentation is essential in legal matters, and retaining a copy of the dissolution notice can help clarify any issues that may arise later.

Instructions on Utilizing Ss 4246 Tennessee

Filling out the SS-4246 form for the dissolution of a Limited Liability Company in Tennessee requires careful attention to detail. Ensure you have all necessary information on hand before you begin. Follow these steps to complete the form accurately.

  1. At the top of the form, enter the name of the Limited Liability Company in the designated space.
  2. Review the four statements regarding the reason for dissolution. Mark the box that applies to your situation:
    • If dissolution was approved by members, check the appropriate box and provide the date of the meeting or indicate if action was taken without a meeting.
    • If dissolution is due to the expiration of the LLC duration, check the box and fill in the expiration date.
    • If dissolution is based on the termination of a member's interest, check the box and provide the date of termination.
    • If dissolution is due to a specified event in the articles or operating agreement, check the box, describe the event, and provide the date.
  3. If you want the dissolution to take effect at a later date, specify the date and time in the provided space. Remember, this date cannot exceed 90 days from the filing date.
  4. Sign the form in the designated signature area. Include the date of signing.
  5. Print or type the name of the Limited Liability Company and the signer's capacity below the signature.
  6. Double-check all entries for accuracy before submitting the form.
  7. Prepare the filing fee of $20, as indicated at the bottom of the form.

Dos and Don'ts

When filling out the SS-4246 Tennessee form, it is important to follow specific guidelines to ensure accuracy and compliance. Below is a list of things to do and not to do while completing this form.

  • Do provide the full name of the Limited Liability Company as it appears in official documents.
  • Do mark the appropriate statements that apply to your situation regarding dissolution.
  • Do include specific dates when required, such as the date of member approval or expiration.
  • Do ensure that all signatures are completed by authorized individuals.
  • Do double-check all information for accuracy before submission.
  • Don't leave any required fields blank; incomplete forms may be rejected.
  • Don't use abbreviations or informal language; clarity is essential.
  • Don't forget to include the filing fee; it is necessary for processing.
  • Don't submit the form without confirming the correct filing address.
  • Don't delay the filing if you intend for the dissolution to take effect immediately.

Following these guidelines can help facilitate a smooth filing process for the SS-4246 Tennessee form.

Documents used along the form

When dissolving a limited liability company (LLC) in Tennessee, the SS-4246 form is essential. However, several other documents may also be necessary or beneficial during this process. Understanding these forms can help ensure a smooth dissolution. Here’s a list of documents that are often used alongside the SS-4246 form:

  • Articles of Dissolution: This document formally outlines the decision to dissolve the LLC and provides details about the dissolution process. It serves as an official record for the state.
  • Operating Agreement: This internal document details the management structure and operational procedures of the LLC. It may include provisions for dissolution and member responsibilities.
  • Bill of Lading with a Supplement: This important document details the terms of transportation and includes additional provisions necessary for specific shipments. To understand how to fill it out correctly, visit billofladingform.com/printable-bill-of-lading-with-a-supplement/.
  • Final Tax Returns: LLCs must file final tax returns with both federal and state authorities. This ensures that all tax obligations are settled before dissolution.
  • Member Consent Form: If the members of the LLC agree to dissolve, a consent form may be necessary to document their approval and the terms of the dissolution.
  • Notice to Creditors: This notice informs creditors of the LLC’s dissolution and provides them with a deadline to submit any claims against the company.
  • Certificate of Good Standing: Obtaining this certificate from the state can confirm that the LLC is compliant with all state requirements up until the point of dissolution.
  • Distribution Plan: This document outlines how the LLC’s assets will be distributed among members after all debts and obligations are settled.
  • Release of Claims: Members may sign this document to release the LLC from any future claims or liabilities, providing additional protection during and after the dissolution process.
  • State-Specific Forms: Depending on the nature of the business and its activities, additional state forms may be required for compliance with local regulations.

Being aware of these documents can help streamline the dissolution process for an LLC. Each document plays a crucial role in ensuring that all legal obligations are met and that the dissolution is handled properly. Taking the time to prepare and file the necessary paperwork can save time and prevent complications down the road.

Misconceptions

The following are common misconceptions about the Ss 4246 Tennessee form, which is used for the notice of dissolution of a limited liability company (LLC):

  • The form can be submitted without a reason for dissolution. This is incorrect. The form requires specific reasons for dissolution to be marked and completed.
  • Filing the form is optional for all LLCs. In fact, it is mandatory for an LLC to file this notice if it is dissolving, as per Tennessee law.
  • The effective date of dissolution can be set for any time in the future. This is not true. The delayed effective date must be within 90 days from the filing date.
  • Members do not need to approve the dissolution. This misconception overlooks the requirement for member approval, which is necessary unless the dissolution is due to expiration or other specific conditions.
  • Only one member needs to sign the form. This is misleading. The form must be signed by an authorized individual, but the capacity of that individual may vary based on the LLC's operating agreement.
  • The filing fee is negotiable. The filing fee for the Ss 4246 form is set at $20 and is not subject to negotiation.
  • The form can be filed without a specified date for the meeting or event. This is incorrect. If applicable, the form requires a date for any meetings or events that led to the dissolution.
  • Once filed, the dissolution is immediate. While the filing initiates the dissolution process, the effective date may differ based on the information provided in the form.

Document Breakdown

Fact Name Details
Purpose The SS-4246 form is used to officially notify the state of Tennessee about the dissolution of a Limited Liability Company (LLC).
Governing Laws This form is governed by the Tennessee Limited Liability Company Act, specifically §48-245-101 and §48-249-609.
Filing Fee The fee to file the SS-4246 form is $20.
Effective Date The dissolution can be effective immediately upon filing or at a specified delayed date, which cannot exceed 90 days from the filing date.
Approval Requirements Dissolution requires approval from members, which can occur during a meeting or through valid action without a meeting, per TCA §48-245-202(b) or §48-249-603(b).

Frequently Asked Questions

What is the purpose of the SS-4246 Tennessee form?

The SS-4246 form is used to officially notify the state of Tennessee about the dissolution of a Limited Liability Company (LLC). It complies with the Tennessee Limited Liability Company Act and provides a structured way for LLCs to communicate their intent to dissolve to the Secretary of State.

Who needs to file the SS-4246 form?

Any Limited Liability Company in Tennessee that has decided to dissolve must file the SS-4246 form. This applies whether the dissolution is voluntary, due to the expiration of the LLC's duration, or triggered by specific events outlined in the company's operating agreement.

What information is required on the SS-4246 form?

The form requires the name of the LLC, the reason for dissolution, and details about how the decision was made. This includes whether the dissolution was approved by members during a meeting or through written consent. Additionally, if applicable, the form will ask for the expiration date of the LLC or details of any triggering event for dissolution.

What are the filing fees associated with the SS-4246 form?

The filing fee for submitting the SS-4246 form is $20. This fee must be paid at the time of filing to ensure the dissolution is processed by the Secretary of State's office.

Can the dissolution take effect at a later date?

Yes, the SS-4246 form allows for a delayed effective date. If the LLC wishes for the dissolution to take effect at a specific time after filing, this can be indicated on the form. However, the delayed date cannot exceed 90 days from the date of filing.

What happens after the SS-4246 form is filed?

Once the SS-4246 form is filed and processed by the Secretary of State, the LLC will be officially dissolved. The company will no longer be recognized as a legal entity in Tennessee, and it must cease all business operations. It is important to settle any outstanding obligations and notify creditors of the dissolution.

Where do I submit the SS-4246 form?

The completed SS-4246 form should be submitted to the Corporate Filings office at 312 Rosa L. Parks Ave., 6th Floor, William R. Snodgrass Tower, Nashville, TN 37243. It is advisable to keep a copy for your records after submission.