Tennessee House Bill HB2019

Tennessee 2025-2026 Regular Session

• Introduced: 1/22/26
• Refer: 2/4/26
• Refer: 2/11/26
• Refer: 2/18/26
• Chaptered: 3/23/26
• Passed: 3/23/26

Caption

AN ACT to amend Tennessee Code Annotated, Title 48, Chapter 64, relative to judicial dissolution of nonprofit corporations.

Summary

HB2019 amends Tennessee’s nonprofit corporation law governing judicial dissolution proceedings. The bill focuses on venue rules—where a lawsuit to dissolve a nonprofit may be filed—by specifying different venue options depending on who brings the action and whether the Attorney General and Reporter is the plaintiff. For dissolution actions brought by the Attorney General and Reporter, the bill allows venue in the county where the nonprofit’s principal office is located, or its registered office if it has no principal office in Tennessee; any county where the nonprofit has engaged in activity, including soliciting donations or doing business; any county where the Attorney General has an office; or Davidson, Sumner, or Williamson County. For actions brought by other authorized parties under the same statutory section, venue is limited to the county where the nonprofit’s principal office is or was last located, or its registered office if there is no Tennessee principal office. The act takes effect immediately upon becoming law. The bill’s impact is narrow but important for nonprofit governance and litigation procedure. It changes Tennessee Code Annotated Title 48, Chapter 64 by expanding venue choices for state-initiated dissolution cases while keeping venue more limited for other petitioners. This affects nonprofits, the Attorney General and Reporter, and courts handling dissolution petitions, potentially making it easier for the state to file in a convenient or strategically appropriate forum. The general sentiment around the bill appears strongly favorable and noncontroversial. It passed the House Civil Justice Subcommittee unanimously, received a 16-6 recommendation in the House Judiciary Committee, and then passed the House on the consent calendar by a 93-0 floor vote. The absence of committee transcript debate suggests the measure was viewed as a technical or procedural clarification rather than a major policy change. The main point of contention, to the extent one existed, likely centered on the broader venue authority given to the Attorney General and Reporter compared with other parties. Some lawmakers may have viewed the expanded venue options as giving the state more flexibility in pursuing nonprofit dissolution, while others may have preferred more restrictive venue rules. However, the recorded votes indicate no sustained opposition at final passage.

Impact

The bill amends Tennessee Code Annotated § 48-64-302 to revise venue rules for judicial dissolution proceedings involving nonprofit corporations. It broadens venue options for proceedings brought by the Attorney General and Reporter and preserves a narrower venue rule for other authorized petitioners, affecting nonprofits, the Attorney General’s office, and Tennessee courts handling dissolution cases.

Sentiment

The bill appears to have been received positively overall and treated as a procedural or technical update. It moved through subcommittee and committee with support and ultimately passed the House unanimously on the floor, indicating little public or legislative resistance at final consideration.

Contention

Any disagreement appears to have been limited to the venue expansion for Attorney General-initiated dissolution actions. The bill gives the state multiple filing options, including counties where the nonprofit has done business or solicited donations and several specified counties, while other petitioners remain limited to the nonprofit’s principal or registered office county. The 16-6 committee vote suggests some concern at committee stage, but the final unanimous floor vote indicates that opposition did not persist.