Lawsuits After the Corporation Dissolves
After a corporation dissolves, are its assets clear from any unfiled lawsuits? Yes and no. In Tennessee, the dissolution of a corporation does not necessarily insulate the corporate form from lawsuits. To the extent that the corporation still has undistributed assets, it may be held liable up to the amount of those assets. See Tenn. Code Ann. 48-24-107(d). Even after the assets have been distributed, each shareholder may face potential liability for their pro-rata share of the claim or for the amount of distributed assets they received in liquidation (whichever is less). However, the Tennessee Code provides procedures for dissolving corporations which, if followed, significantly reduce the time period for these claims to be brought. See Tenn. Code Ann. 48-24-106 and 107.
Lesson: don't count your chickens before they hatch.