New Hampshire Statutes

CHAPTER 304-C: LIMITED LIABILITY COMPANIES

Part Short Title; Policy; Effective Date; Transitional Provisions
Section: 304-C:1 Short Title.
Section: 304-C:2 The Policy of This Act.
Section: 304-C:3 Effective Date of This Act.
Section: 304-C:4 Replacement of Previous Act.
Section: 304-C:5 Transitional Provisions.
Part Definitions
Section: 304-C:6 Act.
Section: 304-C:7 Certificate of Formation.
Section: 304-C:8 Contribution.
Section: 304-C:9 Foreign Limited Liability Company.
Section: 304-C:10 Include.
Section: 304-C:11 Limited Liability Company.
Section: 304-C:12 Limited Liability Company Interest.
Section: 304-C:13 Manager.
Section: 304-C:14 Member.
Section: 304-C:15 Membership Rights.
Section: 304-C:16 Operating Agreement.
Section: 304-C:17 Person.
Section: 304-C:18 State.
Part Limited Liability Companies-Basic Statutory Characteristics
Section: 304-C:19 Legal Status of Limited Liability Company as Entity; Duration of Entity Status.
Section: 304-C:20 Number of Members.
Section: 304-C:21 Permitted Purposes.
Section: 304-C:22 Permitted Powers.
Section: 304-C:22-a Trust Powers.
Section: 304-C:23 Liability of Members and Managers to Third Parties.
Section: 304-C:24 Nature and Transferability of Membership Rights.
Section: 304-C:25 Governing Law.
Section: 304-C:26 Interest of Members in Limited Liability Company Property.
Part Limited Liability Company Formations; Related Matters
Section: 304-C:27 Reservation of Name of Limited Liability Company.
Section: 304-C:28 Requirements for Filing of Documents Under This Act.
Section: 304-C:28-a Online Filing.
Section: 304-C:29 Effective Time and Date of Filed Documents.
Section: 304-C:30 Filing and Certification of Certificates.
Section: 304-C:31 Certificate of Formation-General Requirements.
Section: 304-C:32 Name Set Forth in Certificate of Formation.
Section: 304-C:33 Certificates of Formation as Notice.
Section: 304-C:34 Amendments to Certificates of Formation.
Section: 304-C:35 Restated Certificates of Formation.
Section: 304-C:36 Limited Liability Company Registered Offices and Registered Agents.
Section: 304-C:37 Service of Process on Domestic Limited Liability Companies.
Section: 304-C:38 Service of Process on Limited Liability Company Managers and Liquidating Trustees.
Section: 304-C:39 Signing, Amendment, and Cancellation of Certificates by Judicial Order.
Part Operating Agreements
Section: 304-C:40 Form of Operating Agreement.
Section: 304-C:41 Binding Effect of Operating Agreements.
Section: 304-C:42 No Requirement That Limited Liability Company Sign Agreement.
Section: 304-C:43 Single-Member Limited Liability Companies May Have Enforceable Operating Agreements.
Section: 304-C:44 Statute of Frauds Inapplicable to Limited Liability Company Agreements.
Section: 304-C:45 Operating Agreements May Provide Rights to any Persons, Including Non-Parties.
Section: 304-C:46 Admissions of Members Under Limited Liability Company Agreements in Certain Circumstances.
Part Management of Limited Liability Companies-General Provisions
Section: 304-C:47 Management of Limited Liability Companies.
Section: 304-C:48 Method of Appointment of Managers.
Section: 304-C:49 Offices and Responsibilities of Managers.
Section: 304-C:50 Termination of Status as Manager.
Section: 304-C:51 Managers who are Also Members.
Section: 304-C:52 Agency Power of Members and Managers, Etc.
Part Members-Admissions, Classes, Information Rights, Etc.
Section: 304-C:53 Admissions of Members.
Section: 304-C:54 Classes of Members, Etc.
Section: 304-C:55 Members' and Managers' Rights to Limited Liability Company Information, Etc.
Section: 304-C:56 Actions in the Superior Court to Enforce Rights Under RSA 304-C:55.
Section: 304-C:57 Certificates of Membership Rights, Etc.
Section: 304-C:58 Rights and Duties of Members.
Section: 304-C:59 Resolution of Disputes About the Status of Persons as Members.
Part Member Meetings
Section: 304-C:60 Meetings of Members; Written Votes.
Section: 304-C:61 Notices for Member Meetings and Voting Procedures.
Section: 304-C:62 General Meetings Upon Demand by Members.
Section: 304-C:63 Special Meetings Upon Demand by Members.
Part Member Votes
Section: 304-C:64 Vote, Majority Vote, Etc.-Definitions.
Section: 304-C:65 Members' Voting Power.
Section: 304-C:66 Matters That the Members May Decide by Vote.
Section: 304-C:67 Voting Requirements.
Section: 304-C:68 Matters Requiring Unanimous Vote of the Other Members.
Section: 304-C:69 Matters Requiring Majority Vote of the Disinterested Members.
Section: 304-C:70 Permissibility of Actions Not Requiring Member Votes.
Section: 304-C:71 Right of Members to Vote Separately.
Part Managers-General Provisions
Section: 304-C:72 Appointment of Managers.
Section: 304-C:73 Contributions by Managers.
Section: 304-C:74 Offices and Responsibilities of Managers.
Section: 304-C:75 Duration of Managers' Terms.
Section: 304-C:76 Classes of Managers.
Section: 304-C:77 Permissibility of Manager Actions Not Requiring Manager Votes.
Section: 304-C:78 Managers' Voting Power.
Section: 304-C:79 Managers' Voting Requirement.
Section: 304-C:80 Right of Managers to Vote Separately.
Section: 304-C:81 Notices for Manager Meetings, Etc.
Section: 304-C:82 Meetings of Managers.
Section: 304-C:83 Delegations by Managers.
Section: 304-C:84 Manager Resignations.
Part Contributions
Section: 304-C:85 Permitted Forms of Contributions.
Section: 304-C:86 Valuations of Non-Cash Contributions.
Section: 304-C:87 Liability of Members for Promised Contributions.
Section: 304-C:88 Remedies for Breaches of Operating Agreements by Members, Etc.
Part Allocations
Section: 304-C:89 Allocations-Definition.
Section: 304-C:90 Formula for Allocations of Profits and Losses.
Part Distributions
Section: 304-C:91 Distribution, Etc.-Definitions.
Section: 304-C:92 Members as Creditors With Respect to Certain Distributions.
Section: 304-C:93 Limitations on Distributions.
Section: 304-C:94 Interim Distributions.
Section: 304-C:95 Allocations of Distributions.
Section: 304-C:96 Form of Distributions.
Section: 304-C:97 Record Dates for Distributions.
Part Member Dissociations
Section: 304-C:98 Dissociation-Definition.
Section: 304-C:99 Certain Effects of Dissociation.
Section: 304-C:100 Statutory Events of Dissociation Applicable to all Members.
Section: 304-C:101 Additional Statutory Events of Dissociation Applicable to Members That are Entities.
Section: 304-C:102 Other Permissible Events of Dissociation.
Section: 304-C:103 Member Withdrawals.
Section: 304-C:104 Judicial Removal of Member.
Section: 304-C:105 Distributions Upon Member Dissociation.
Section: 304-C:105-a Right of Legal Representatives of Certain Dissociated Members to Exercise Members' Membership Rights.
Part Fiduciary Duties and Related Matters
Section: 304-C:106 Application to Certain Members of Fiduciary Duties Applicable to Managers.
Section: 304-C:107 Expansion, Restriction and Elimination of Duties.
Section: 304-C:108 Duty and Standard of Care.
Section: 304-C:109 Business Judgment Rule.
Section: 304-C:110 Duty of Loyalty-in General.
Section: 304-C:111 Implied Contractual Covenant of Good Faith and Fair Dealing.
Section: 304-C:112 Defense of Reliance on Records of Limited Liability Company.
Section: 304-C:113 Defense of Reliance on Certain Limited Liability Company Information and Opinions, Etc.
Section: 304-C:114 Remedies for Breaches of Operating Agreements by Managers.
Section: 304-C:115 Exculpations-in General.
Section: 304-C:116 Indemnification.
Section: 304-C:117 Advancement of Legal Costs, Etc.
Part Grants, Redemptions, and Transfers of Membership Rights
Section: 304-C:118 Transfers, Etc.-Definitions.
Section: 304-C:119 Nature of Membership Rights, Etc.
Section: 304-C:120 Limited Liability Company Grants of Membership Rights.
Section: 304-C:121 Transfers of Membership Rights.
Section: 304-C:122 Pledges of Membership Rights.
Section: 304-C:123 Transfers or Pledges of Limited Liability Company Interests.
Section: 304-C:124 Right of Transferee of Limited Liability Company Interest or Other Membership Rights to Become a Member.
Section: 304-C:125 Miscellaneous Rights, Duties, and Liabilities of Transferors and Transferees of Membership Rights.
Part Charging Orders
Section: 304-C:126 Charging Orders.
Part Limited Liability Company Dissolutions
Section: 304-C:127 Effect of Dissolution of Limited Liability Company.
Section: 304-C:128 Dissolution, Winding Up and Liquidation-Definitions.
Section: 304-C:129 Events of Dissolution-In General.
Section: 304-C:130 Revocation of Dissolution by Majority Vote of the Members.
Section: 304-C:131 Non-Dissolution of Single-Member Limited Liability Company.
Section: 304-C:132 Non-Dissolution of Limited Liability Company Upon Member Dissociation.
Section: 304-C:133 Appointment of Successor Member Under Operating Agreement.
Section: 304-C:134 Judicial Dissolution Upon Application by a Member.
Section: 304-C:135 Judicial Dissolution Upon Application by Attorney General.
Section: 304-C:136 Administrative Dissolution.
Section: 304-C:137 Procedures for and Certain Effects of Administrative Dissolution.
Section: 304-C:138 Reinstatement Following Administrative Dissolution.
Section: 304-C:139 Winding Up and Liquidation of Limited Liability Companies.
Section: 304-C:140 Agency Power of Managers and Members After Limited Liability Company Dissolution.
Section: 304-C:141 Certificate of Dissolution; Distributions of Assets Upon Liquidation of Limited Liability Company.
Section: 304-C:142 Certificate of Cancellation of Certificate of Formation.
Section: 304-C:143 Dispositions of Known Claims Against Dissolved Limited Liability Company.
Section: 304-C:144 Disposition of Unknown Claims Against Dissolved Limited Liability Company.
Section: 304-C:145 Late Reinstatements-In General.
Section: 304-C:146 Appeals From Denials of Late Reinstatements.
Part Statutory Conversions
Section: 304-C:147 Statutory Conversion-Definition.
Section: 304-C:148 Other Business Entity; Converting Business Entity.
Section: 304-C:149 Statutory Conversions of Other Business Entities to Limited Liability Companies.
Section: 304-C:150 Approvals of Statutory Conversions of Limited Liability Companies to Other Business Entities.
Part Single-Member Limited Liability Companies-Special Provisions
Section: 304-C:151 Events of Dissociation of Individuals Who are Members of Single-Member Limited Liability Companies.
Section: 304-C:152 Effect of Withdrawal of Member of Single-Member Limited Liability Company.
Section: 304-C:153 Successor to Deceased Member of Single-Member Limited Liability Company Becomes Member.
Section: 304-C:154 Provisions in Other Parts of This Act Relevant to Single-Member LLCs.
Part Mergers Involving Limited Liability Companies
Section: 304-C:155 Mergers of Limited Liability Companies-In General.
Section: 304-C:156 Merger Approvals.
Section: 304-C:157 Agreements of Merger.
Section: 304-C:158 Certificates of Merger.
Section: 304-C:159 Merger Effects.
Part Dissenters' Rights
Section: 304-C:160 Definitions.
Section: 304-C:161 Right of Members to Dissent-in General.
Section: 304-C:162 Notices by Limited Liability Companies to Members Concerning Members' Right to Dissent.
Section: 304-C:163 Notices by Dissenting Members to Limited Liability Companies Concerning Members' Intent to Demand Payment.
Section: 304-C:164 Dissenters' Notices Required to be Provided by Limited Liability Companies to Members.
Section: 304-C:165 Duty of Dissenters to Demand Payment, Etc.
Section: 304-C:166 Limited Liability Companies' Making of Payments to Dissenting Members.
Section: 304-C:167 Limited Liability Company Failures to Take Actions Giving Rise to Dissenters' Rights.
Section: 304-C:168 Dissenters' Rights of Persons With After-Acquired Limited Liability Company Interests.
Section: 304-C:169 Procedures if Members are Dissatisfied With Payments or Offers of Payment.
Section: 304-C:170 Appraisal Actions.
Section: 304-C:171 Allocations of Court Costs and Counsel Fees in Appraisal Actions.
Section: 304-C:172 Procedures Relating to Transferees of Limited Liability Company Interests.
Part Foreign Limited Liability Companies
Section: 304-C:173 Law Governing Foreign Limited Liability Companies.
Section: 304-C:174 Transactions Not Constituting Doing Business.
Section: 304-C:175 Requirement of Registration by Foreign Limited Liability Companies; Applications for Registration.
Section: 304-C:176 Issuance of Registrations.
Section: 304-C:177 Names of Foreign Limited Liability Companies; Registered Office; Registered Agent.
Section: 304-C:178 Amendments to Applications to Register Foreign Limited Liability Companies.
Section: 304-C:179 Cancellations of Registrations.
Section: 304-C:180 Doing Business Without Registration.
Section: 304-C:181 Service of Process on Registered Foreign Limited Liability Companies.
Section: 304-C:182 Service of Process on Unregistered Foreign Limited Liability Companies.
Section: 304-C:183 Grounds for Revocation.
Section: 304-C:184 Procedures for and Effect of Revocation.
Section: 304-C:185 Appeals From Revocations.
Part Limited Liability Company Disputes
Section: 304-C:186 Venue and Method for Resolution of Limited Liability Company Internal Disputes.
Section: 304-C:187 Actions by and Against Limited Liability Companies.
Section: 304-C:188 Right to Bring Actions on Behalf of Limited Liability Companies.
Section: 304-C:189 Effects of Lack of Authority to Bring Actions.
Section: 304-C:190 Right of Members to Bring Direct Actions.
Part Limited Liability Company Fees
Section: 304-C:191 Fees.
Part Miscellaneous Provisions
Section: 304-C:192 Inapplicability of Rule That Statutes in Derogation of the Common Law are to be Strictly Construed.
Section: 304-C:193 Resolution of Cases Not Provided for in This Act.
Section: 304-C:194 Annual Reports to Secretary of State.
Section: 304-C:195 Administrative Collections and Payments of Fees; Related Matters.
Section: 304-C:196 Administrative Rulemaking.
Section: 304-C:197 Filing of Certificates, Etc. Online.
Section: 304-C:198 Severability of Provisions.
Section: 304-C:199 Singular and Plural.
Section: 304-C:200 Gender.
Section: 304-C:201 Captions.
Section: 304-C:202 Inapplicability of RSA 382-A:9-406 and RSA 382-A:9-408 to Interests in Limited Liability Companies.
Section: 304-C:203 Equivalent Effects.
Section: 304-C:204 Reserved Power of State of New Hampshire to Alter or Repeal Act.
Part Domestications
Section: 304-C:205 Domestication.
Section: 304-C:206 Action on a Plan of Domestication.
Section: 304-C:207 Articles of Domestication.
Section: 304-C:208 Surrender of Charter Upon Domestication.
Section: 304-C:209 Effect of Domestication.
Section: 304-C:210 Abandonment of a Domestication.

New Hampshire Statutes

Table of Contents

CHAPTER 304-C: LIMITED LIABILITY COMPANIES