(a) A corporation may be voluntarily dissolved by the written consent of its shareholders in accordance with § 48-17-104.(b) A corporation's board of directors may propose dissolution for submission to the shareholders.(c) For a proposal to dissolve to be adopted: (1) The board of directors shall recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the shareholders; and(2) The shareholders entitled to vote shall approve the proposal to dissolve as provided in subsection (f).(d) The board of directors may condition its submission of the proposal for dissolution on any basis.(e) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 48-17-105. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation.(f) Unless the charter or the board of directors (acting pursuant to subsection (d)) requires a greater vote or a vote by voting groups, the proposal meeting is to consider dissolving the corporation.(f) Unless the charter or the board of directors (acting pursuant to subsection (d)) requires a greater vote or a vote by voting groups, the proposal to dissolve to be adopted shall be approved by a majority of all the votes entitled to be cast on that proposal.Acts 1986, ch. 887, § 14.02.
Tennessee Legal Code