Tenn. Code § 7-53-103
Whenever the board of directors of the corporation shall by resolution determine that there has been substantial compliance with the purposes for which the corporation was formed and all bonds issued and all obligations theretofore incurred by the corporation have been fully paid, the then members of the board of directors of the corporation shall then execute and file for record in the office of the secretary of state a certificate of dissolution reciting such facts and declaring the corporation to be dissolved. Such certificate of dissolution shall be executed under the corporate seal of the corporation. Upon the filing of such certificate of dissolution, the corporation shall stand dissolved, the title to all funds and properties owned by it at the time of such dissolution shall vest in the municipality, and possession of such funds and properties shall forthwith be delivered to such municipality.
T.C.A. § 7-53-103