304-C:172 Procedures Relating to Transferees of Limited Liability Company Interests. –
I. If the member has ceased to be a member upon transfer of his or her limited liability company interest, the transferees of the member's limited liability company interest shall be entitled to exercise all rights of the member under RSA 304-C:161 through RSA 304-C:171.
II. When a transfer of all or a portion of a member's limited liability company interest is in effect and a copy is delivered to the limited liability company before the action described in RSA 304-C:166, then, as to that limited liability company interest, the provisions of RSA 304-C:160 through RSA 304-C:171 must be followed subject to the requirements of this section.
III. If the member has not ceased to be a member before the action described in RSA 304-C:166, all rights to be exercised and actions to be taken by a member under RSA 304-C:161 through RSA 304-C:171 shall be exercised or taken by the member and not by an transferee of the member's limited liability company interest.
IV. As between the limited liability company and the transferees of limited liability company interests in the limited liability company, the actions taken or omitted by the member bind the transferees, and the following requirements shall apply:
(a) Instead of remitting a payment under RSA 304-C:166, the limited liability company shall forward to the dissenting member:
(1) The materials described in RSA 304-C:166, II;
(2) An offer to pay the amount listed in the materials, with that amount to be allocated among and paid to the member and the transferees of the limited liability company interest according to the terms of the transfer reflected in the required records; and
(3) A statement of that allocation.
(b) If the dissenting member accepts the amount of the offer made under RSA 304-C:166 but disputes the allocation, the dissenter shall promptly so notify the limited liability company and within 60 days after the notification commence a proceeding and petition the court to determine the proper allocation.
(c) The dissenting member shall commence the proceeding in superior court of the county in which the principal office of the limited liability company or, if none, its registered office, is located, or in the case of a surviving foreign limited liability company or other entity that is complying with this section following a merger with or conversion of a limited liability company, the member shall commence the proceeding in superior court of the county in this state in which the last registered office of the limited liability company was located.
V. The petition filed under subparagraph IV(b) shall name as parties the member, the limited liability company and all transferees of the member's limited liability interest. Upon being served with the petition, the limited liability company shall promptly pay into the court the amount offered under subparagraph IV(a) and shall then be dismissed from the proceeding.
VI. If the dissenter considers the amount offered under subparagraph IV(a) inadequate, the dissenter may decline the offer and demand payment under RSA 304-C:169. If the dissenter makes demand for payment, RSA 304-C:170 and RSA 304-C:171 apply with the court having jurisdiction to determine the correctness of the allocation.
VII. If the dissenting member fails to act under RSA 304-C:169, then:
(a) As to the limited liability company, both the member and the transferees of the member's limited liability company interests are limited to the amount and allocation offered under paragraph IV; and
(b) The limited liability company discharges its obligation of payment by making payment according to the amount and allocation offered under paragraph IV.
VIII. If the member has ceased to be a member upon the transfer of the member's limited liability company interest, the transferees of the member's limited liability company interest shall be entitled to exercise all rights of the member under RSA 304-C:161 through RSA 304-C:171.