Tennessee widens where the AG can sue to dissolve a nonprofit
Tennessee widens where the AG can sue to dissolve a nonprofit
2026-09-19 · Tennessee · Legislation
Tennessee has rewritten the venue rule for suits to judicially dissolve a nonprofit corporation, widening from a single county to a list of four grounds. Public Chapter 590 was signed on March 23, 2026 and took effect on becoming law.1
The act never mentions community associations. It matters to them because of corporate form: most Tennessee homeowners' and condominium associations are incorporated as nonprofit corporations under Title 48, and Chapter 64 of that title is the judicial-dissolution machinery that applies to them.2
The provision that changed
Section 48-64-302(a) fixes where a dissolution proceeding is heard. The act deleted subsection (a) in full and substituted a new one. On the Attorney General's side it now reads:
“Venue for a proceeding by the attorney general and reporter to dissolve a corporation lies: (A) In any county where the corporation's principal office is located or, if the corporation does not have a principal office located in this state, the corporation's registered office; (B) Where the corporation has engaged in any activity, including soliciting donations or doing business; (C) Where the attorney general and reporter has an office; or (D) Davidson County, Sumner County, or Williamson County.”
A second paragraph handles everyone else. For a proceeding brought by a party other than the Attorney General, venue lies in the county where the corporation's principal office is or was last located, or its registered office if it has never had a principal office in Tennessee.
Before the amendment, an Attorney General dissolution proceeding lay in Davidson County. The new subsection keeps Davidson as an option and adds three more routes, the broadest being ground (B) — any county where the corporation “has engaged in any activity … including … doing business.”
It moved quickly and almost unanimously
SB 1711 was filed by Senator Johnson on January 15, 2026; HB 2019 was filed by Representative Cochran a week later. The Senate passed it 32–0 on February 23, 2026. House Judiciary reported it 16–6 on February 18 — the only recorded dissent on the bill — and the House then passed it 94–0 on March 2. No amendments were filed on either bill, so the enacted text is the text as introduced.1
What dissolution proceedings are for
Judicial dissolution is not the routine remedy in an association dispute, and the amendment does not make it one. Section 48-64-301(a)(1) lets the Attorney General ask a court to dissolve a nonprofit corporation on four grounds: that it obtained its charter through fraud; that it has exceeded or abused the authority conferred on it by law; that it has violated a provision of law resulting in forfeiture of its charter; or that it has carried on its business or affairs in a persistently fraudulent or illegal manner.
Tennessee's Attorney General set out that framework in an opinion issued in June 2025, which also described the narrow path an individual has to challenge the conduct of a nonprofit's directors. That opinion — and the standing threshold it maps — is covered separately.
Why a venue rule is worth noticing
Venue determines the forum, and in Tennessee the forum matters more than it does in a unified trial-court state. Actions at law go to Circuit Court and matters in equity to Chancery, and covenant-interpretation and injunction cases in association disputes have historically been chancery work. A dissolution proceeding is a statutory action whose venue the Act now specifies directly.
The practical effect of ground (B) is geographic. A nonprofit that operates entirely in one county, which describes most community associations, was previously answerable to a dissolution proceeding brought several hundred miles from the property. Under the amended subsection the proceeding can be brought where the corporation actually operates.
Ground (C) — where the Attorney General has an office — runs the other way, preserving a forum chosen by the plaintiff. Grounds (A) through (D) are stated as alternatives, so all four remain available at once for a corporation to which more than one applies.
The second paragraph is the narrower one
Paragraph (2) covers proceedings under section 48-64-301 brought by someone other than the Attorney General — the categories that section names, which include a director in specified circumstances and a member in a membership corporation.
For those parties venue is single: the county of the corporation's principal office, or its last principal office, or its registered office if it has never had one in Tennessee. There is no “any county where it did business” option and no list of default counties. The widening in this act belongs to the Attorney General's side of the provision alone.
What to watch next
Nothing in the act signals an intention to use dissolution against community associations, and the legislative record contains no discussion of them. The 16–6 committee vote in House Judiciary is the only sign of any disagreement about it, and the bill's floor votes were unanimous.
What the amendment does is remove a practical constraint on where the state can bring a proceeding it was already authorised to bring. Whether that changes how often such proceedings are filed against any category of nonprofit is not answerable from the statute, and Tennessee publishes no docket count of Attorney General dissolution actions.
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