TITLE XXVIII
PARTNERSHIPS
Chapter 304-A
UNIFORM PARTNERSHIP ACT
Preliminary Provisions
Section 304-A:1
304-A:1 Name of Chapter. –
This chapter may be cited as Uniform Partnership Act.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:2
304-A:2 Definition of Terms. –
In this chapter:
I. "Court" includes every court and judge having jurisdiction in the case.
II. "Business" includes every trade, occupation, or profession.
III. "Person" includes individuals, partnerships, corporations and other associations.
IV. "Bankruptcy" includes bankrupt under the federal Bankruptcy Act or insolvent under any state insolvent act.
V. "Conveyance" includes every assignment, lease, mortgage, or encumbrance.
VI. "Real property" includes land and any interest or estate in land.
VII. "Registered limited liability partnership" includes a partnership formed pursuant to an agreement governed by the laws of this state, registered under RSA 304-A:44 and complying with RSA 304-A:45.
VIII. "Foreign registered limited liability partnership" means a limited liability partnership formed pursuant to an agreement governed by the laws of another jurisdiction and registered under the laws of such jurisdiction.
IX. "Professional service" means any service which may lawfully be rendered only by certified public accountants, public accountants, architects, attorneys, podiatrists, chiropractors, dentists, pharmacists, professional engineers, land surveyors, registered professional nurses, optometrists, physicians and surgeons, physician assistants, psychologists, and veterinarians licensed, registered, certified, or otherwise authorized under the provisions of RSA 309-B, 310-A, 311, 315, 316-A, 317-A, 318, 326-B, 327, 328-D, 329, 329-B, 330-A, or 332-B.
Source. 1973, 378:1. 1996, 212:3. 2012, 233:10, eff. July 1, 2013.
Section 304-A:3
304-A:3 Interpretation of Knowledge and Notice. –
I. A person has "knowledge" of a fact within the meaning of this chapter not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith.
II. A person has "notice" of a fact within the meaning of this chapter when the person who claims the benefit of the notice:
(a) States the fact to such person, or
(b) Delivers through the mail, or by other means of communication, a written statement of the fact to such person or to a proper person at his place of business or residence.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:4
304-A:4 Rules of Construction. –
I. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
II. The law of estoppel shall apply under this chapter.
III. The law of agency shall apply under this chapter.
IV. This chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it.
V. This chapter shall not be construed so as to impair the obligations of any contract existing when the chapter goes into effect, nor to affect any action or proceeding begun or right accrued before this chapter takes effect.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:5
304-A:5 Rules for Cases Not Provided for in This Chapter. –
In any case not provided for in this chapter, the rules of law and equity, including the law merchant, shall govern.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:5-a
304-A:5-a Online Filing. –
No later than January 1, 2020, the secretary of state shall provide for and allow the online filing of all forms, certificates, or other documents required under this chapter.
Source. 2018, 279:12, eff. Jan. 1, 2019.
Nature of a Partnership
Section 304-A:6
304-A:6 Partnership Defined. –
I. A partnership is an association of 2 or more persons to carry on as co-owners a business for profit and includes, for all purposes of the laws of this state, a registered limited liability partnership.
II. But any association formed under any other statute of this state, or any statute adopted by authority, other than the authority of this state, is not a partnership under this chapter, unless such association would have been a partnership in this state prior to the adoption of this chapter; but this chapter shall apply to limited partnerships except insofar as the statutes relating to such partnerships are inconsistent herewith.
Source. 1973, 378:1. 1996, 212:4, eff. Aug. 9, 1996.
Section 304-A:7
304-A:7 Rules for Determining the Existence of a Partnership. –
In determining whether a partnership exists, these rules shall apply:
I. Except as provided by RSA 304-A:16, persons who are not partners as to each other are not partners as to third persons.
II. Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property.
III. The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived.
IV. The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in payment:
(a) As a debt by installments or otherwise.
(b) As wages of an employee or rent to a landlord.
(c) As an annuity to a widow or representative of a deceased partner.
(d) As interest on a loan, though the amount of payment vary with the profits of the business.
(e) As the consideration for the sale of a goodwill of a business or other property by installments or otherwise.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:8
304-A:8 Partnership Property. –
I. All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property.
II. Unless the contrary intention appears, property acquired with partnership funds is partnership property.
III. Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name.
IV. A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears.
V. All estates in real property acquired by a partnership and standing in the partnership name as of August 29, 1973, shall be valid without further act by the partnership or any of its members.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Relation of Partners to Persons Dealing With the Partnership
Section 304-A:9
304-A:9 Partner Agent of Partnership as to Partnership Business. –
I. Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member, binds the partnership unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority.
II. An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners.
III. Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to:
(a) Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership,
(b) Dispose of the goodwill of the business,
(c) Do any other act which would make it impossible to carry on the ordinary business of a partnership,
(d) Confess a judgment,
(e) Submit a partnership claim or liability to arbitration or reference.
IV. No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:10
304-A:10 Conveyance of Real Property of the Partnership. –
I. Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under RSA 304-A:9, I or unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded his authority.
II. Where title to real property is in the name of the partnership, a conveyance executed by a partner, in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under RSA 304-A:9, I.
III. Where title to real property is in the name of one or more but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partner's act does not bind the partnership under RSA 304-A:9, I, unless the purchaser or his assignee is a holder for value without knowledge.
IV. Where the title to real property is in the name of one or more or all the partners, or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name, or in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under RSA 304-A:9, I.
V. Where the title to real property is in the names of all the partners, a conveyance executed by all the partners passes all their rights in such property.
VI. All conveyances of real property of any partnership made prior to August 29, 1973, by the partnership in the partnership name shall be valid without further act by the partnership or any of its members.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:11
304-A:11 Partnership Bound by Admission of Partner. –
An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this chapter is evidence against the partnership.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:12
304-A:12 Partnership Charged With Knowledge of or Notice to Partner. –
Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner, operates as notice to or knowledge of the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:13
304-A:13 Partnership Bound by Partner's Wrongful Act. –
Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his co-partners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:14
304-A:14 Partnership Bound by Partner's Breach of Trust. –
The partnership is bound to make good the loss:
I. Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and
II. Where the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:15
304-A:15 Nature of Partner's Liability. –
I. Except as provided in paragraph II, all partners are liable:
(a) Jointly and severally for everything chargeable to the partnership under RSA 304-A:13 and RSA 304-A:14.
(b) Jointly for all other debts and obligations of the partnership; but any partner may enter into a separate obligation to perform a partnership contract.
II. Subject to paragraph III, a partner in a registered limited liability partnership is not liable directly or indirectly (including by way of indemnification, contribution, assessment or otherwise) for debts, obligations and liabilities of or chargeable to the partnership, whether in tort, contract, or otherwise, arising from omissions, negligence, wrongful acts, misconduct or malpractice committed while the partnership is a registered limited liability partnership and in the course of the partnership business by another partner or an employee, agent, or representative of the partnership.
III. Paragraph II shall not affect the liability of a partner in a registered limited liability partnership for the partner's own omissions, negligence, wrongful acts, misconduct or malpractice, or that of any person under the partner's direct supervision and control.
IV. A partner in a registered limited liability partnership is not a proper party to a proceeding by or against a registered limited liability partnership, the object of which is to recover damages or enforce the obligations arising out of the omissions, negligence, wrongful acts, misconduct or malpractice of the type described in paragraph II, unless such partner is personally liable under paragraph III.
Source. 1973, 378:1. 1996, 212:5, eff. Aug. 9, 1996.
Section 304-A:16
304-A:16 Partner by Estoppel. –
I. When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representation has been made, who has, on the faith of such representation, given credit to the actual or apparent partnership, and if he has made such representation or consented to its being made in a public manner he is liable to such person, whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made:
(a) When a partnership liability results, he is liable as though he were an actual member of the partnership.
(b) When no partnership liability results, he is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately.
II. When a person has been thus represented to be a partner in an existing partnership, or with one or more persons not actual partners, he is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though he were a partner in fact, with respect to persons who rely upon the representation. Where all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:17
304-A:17 Liability of Incoming Partner. –
A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Relations of Partners to One Another
Section 304-A:18
304-A:18 Rules Determining Rights and Duties of Partners. –
The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:
I. Each partner shall be repaid such partner's contributions, whether by way of capital or advances, to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied and, except as provided in RSA 304-A:15, II, each partner must contribute towards the losses, whether of capital or otherwise, sustained by the partnership according to such partner's share in the profits.
II. The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business, or for the preservation of its business or property.
III. A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which he agreed to contribute, shall be paid interest from the date of the payment or advance.
IV. A partner shall receive interest on the capital contributed by him only from the date when repayment should be made.
V. All partners have equal rights in the management and conduct of the partnership business.
VI. No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his services in winding up the partnership affairs.
VII. No person can become a member of a partnership without the consent of all the partners.
VIII. Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.
Source. 1973, 378:1. 1996, 212:6, eff. Aug. 9, 1996.
Section 304-A:19
304-A:19 Partnership Books. –
The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:20
304-A:20 Duty of Partners to Render Information. –
Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:21
304-A:21 Partner Accountable as a Fiduciary. –
I. Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him of its property.
II. This section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:22
304-A:22 Right to an Account. –
Any partner shall have the right to a formal account as to partnership affairs:
I. If he is wrongfully excluded from the partnership business or possession of its property by his co-partners.
II. If the right exists under the terms of any agreement.
III. As provided by RSA 304-A:21.
IV. Whenever other circumstances render it just and reasonable.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:23
304-A:23 Continuation of Partnership Beyond Fixed Term. –
I. When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will.
II. A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima facie evidence of a continuation of the partnership.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Property Rights of a Partner
Section 304-A:24
304-A:24 Extent of Property Rights of a Partner. –
The property rights of a partner are: his rights in specific partnership property; his interest in the partnership; and his right to participate in the management.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:25
304-A:25 Nature of a Partner's Right in Specific Partnership Property. –
I. A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership.
II. The incidents of this tenancy are such that:
(a) A partner, subject to the provisions of this chapter and to any agreement between the partners, has an equal right with his partners to possess specific partnership property for partnership purposes; but he has no right to possess such property for any other purpose without the consent of his partners.
(b) A partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property.
(c) A partner's right in specific partnership property is not subject to attachment, trustee process or execution, except on a claim against the partnership. When partnership property is attached for a partnership debt, the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws.
(d) On the death of a partner, his right in specific partnership property vests in the surviving partner or partners, except where the deceased was the last surviving partner, when his right in such property vests in his legal representative. Such surviving partner or partners, or the legal representative of the last surviving partner, has no right to possess the partnership property for any but a partnership purpose.
(e) A partner's right in specific partnership property is not subject to a distributive share, or allowance to widows, heirs, or next of kin.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:26
304-A:26 Nature of Partner's Interest in the Partnership. –
A partner's interest in the partnership is his share of the profits and surplus, and the same is personal property.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:27
304-A:27 Assignment of Partner's Interest. –
I. Conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled.
II. In case of dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account from the date only of the last account agreed to by all the partners.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:28
304-A:28 Partner's Interest Subject to Charging Order. –
I. On due application to a superior court by any judgment creditor of a partner, the court may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon; and may then or later appoint a receiver of his share of the profits, and of any other money due or to fall due to him in respect to the partnership, and make all other orders, functions, accounts and inquiries which the circumstances of the case may require.
II. The interest charged may be redeemed at any time before foreclosure, or in case of a sale being directed by the court may be purchased without thereby causing a dissolution:
(a) With separate property, by any one or more of the partners, or
(b) With partnership property, by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold.
III. Nothing in this chapter shall be held to deprive a partner of his right, if any, under the exemption laws, as regards his interest in the partnership.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Dissolution and Winding Up
Section 304-A:29
304-A:29 Dissolution Defined. –
The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:30
304-A:30 Partnership Not Terminated by Dissolution. –
On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:31
304-A:31 Causes of Dissolution. –
Dissolution is caused:
I. Without violation of the agreement between the partners:
(a) By the termination of the definite term or particular undertaking specified in the agreement.
(b) By the express will of any partner when no definite term or particular undertaking is specified.
(c) By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking.
(d) By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners.
II. In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time.
III. By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership.
IV. By the death of any partner.
V. By the bankruptcy of any partner or the partnership.
VI. By decree of court under RSA 304-A:32.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:32
304-A:32 Dissolution by Decree of Court. –
I. On application by or for a partner the court shall decree a dissolution whenever:
(a) A partner has been declared mentally incompetent in any judicial proceeding or is shown to be of unsound mind.
(b) A partner becomes in any other way incapable of performing his part of the partnership contract.
(c) A partner has been guilty of such conduct as tends to effect prejudicially the carrying on of the business.
(d) A partner willfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him.
(e) The business of the partnership can only be carried on at a loss.
(f) Other circumstances render a dissolution equitable.
II. The court shall decree a dissolution on the application of the purchaser of a partner's interest under RSA 304-A:27 or RSA 304-A:28:
(a) After the termination of the specified term or particular undertaking.
(b) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:33
304-A:33 General Effect of Dissolution on Authority of Partner. –
Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership,
I. With respect to the partners,
(a) When the dissolution is not by the act, bankruptcy or death of a partner; or
(b) When the dissolution is by such act, bankruptcy or death of a partner, in cases where RSA 304-A:34 so requires.
II. With respect to persons not partners, as declared in RSA 304-A:35.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:34
304-A:34 Right of Partner to Contribution From Co-Partners After Dissolution. –
Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to the co-partners for such partner's share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless:
I. The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution,
II. The dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy, or
III. The liability is for a debt, obligation or liability for which the partner is not liable as provided in RSA 304-A:15, II.
Source. 1973, 378:1. 1996, 212:7, eff. Aug. 9, 1996.
Section 304-A:35
304-A:35 Power of Partner to Bind Partnership to Third Persons After Dissolution. –
I. After dissolution a partner can bind the partnership except as provided in paragraph III:
(a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution;
(b) By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction:
(1) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or
(2) Though he had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place (or in each place if more than one) at which the partnership business was regularly carried on.
II. The liability of a partner under paragraph I(b) shall be satisfied out of partnership assets alone when such partner had been prior to dissolution:
(a) Unknown as a partner to the person with whom the contract is made; and
(b) So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it.
III. The partnership is in no case bound by any act of a partner after dissolution:
(a) Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs; or
(b) Where the partner has become bankrupt; or
(c) Where the partner has no authority to wind up partnership affairs; except by a transaction with one who:
(1) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of his want of authority; or
(2) Had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of his want of authority, the fact of his want of authority has not been advertised in the manner provided for advertising the fact of dissolution in paragraph I(b)(2).
IV. Nothing in this section shall affect the liability under RSA 304-A:16 of any person who after dissolution represents himself or consents to another representing him as a partner in a partnership engaged in carrying on business.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:36
304-A:36 Effect of Dissolution on Partner's Existing Liability. –
I. The dissolution of the partnership does not of itself discharge the existing liability of any partner.
II. A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor and the person or partnership continuing the business; and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.
III. Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of such obligations.
IV. The individual property of a deceased partner shall be liable for those obligations of the partnership incurred while the deceased partner was a partner and for which such partner was liable under RSA 304-A:15 but subject to the prior payment of such partner's separate debts.
Source. 1973, 378:1. 1996, 212:8, eff. Aug. 9, 1996.
Section 304-A:37
304-A:37 Right to Wind Up. –
Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs; provided, however, that any partner, his legal representative or his assignee, upon cause shown, may obtain winding up by the court.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:38
304-A:38 Right of Partners to Application of Partnership Property. –
I. When dissolution is caused in any way, except in contravention of the partnership agreement, each partner as against his co-partners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement, and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under RSA 304-A:36, II, he shall receive in cash only the net amount due him from the partnership.
II. When dissolution is caused in contravention of the partnership agreement, the rights of the partners shall be as follows:
(a) Each partner who has not caused dissolution wrongfully shall have:
(1) All the rights specified in paragraph I of this section, and
(2) The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement.
(b) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any damages recoverable under paragraph II of this section, and in like manner indemnify him against all present or future partnership liabilities.
(c) A partner who has caused the dissolution wrongfully shall have:
(1) If the business is not continued under the provisions of paragraph II(b), all the rights of a partner under paragraph I, subject to paragraph II(a)(2) of this section.
(2) If the business is continued under paragraph II(b) of this section, the right as against his co-partners, and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages caused to his co-partners by the dissolution, ascertained and paid him in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the goodwill of the business shall not be considered.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:39
304-A:39 Rights Where Partnership is Dissolved for Fraud or Misrepresentation. –
Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled:
(a) To a lien on, or right of retention of, the surplus of the partnership liabilities to third persons for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him; and
(b) To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities; and
(c) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:40
304-A:40 Rules for Distribution. –
In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary:
I. The assets of the partnership are:
(a) The partnership property,
(b) The contributions of the partners specified in paragraph IV of this section.
II. The liabilities of the partnership shall rank in order of payment, as follows:
(a) Those owing to creditors other than partners,
(b) Those owing to partners other than for capital and profits,
(c) Those owing to partners in respect of capital,
(d) Those owing to partners in respect of profits.
III. The assets shall be applied in order of their declaration of the liabilities.
IV. Except as provided in RSA 304-A:15, II:
(a) The partners shall contribute, as provided by RSA 304-A:18, I, the amount necessary to satisfy the liabilities; and
(b) If any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities.
V. An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in paragraph IV of this section.
VI. Any partner or his legal representative shall have the right to enforce the contributions specified in paragraph IV of this section to the extent of the amount which he has paid in excess of his share of the liability.
VII. The individual property of a deceased partner shall be liable for the contributions specified in paragraph IV of this section.
VIII. When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as heretofore.
IX. Where a partner has become bankrupt or his estate is insolvent, the claims against his separate property shall rank in the following order:
(a) Those owing to separate creditors,
(b) Those owing to partnership creditors,
(c) Those owing to partners by way of contribution.
Source. 1973, 378:1. 1996, 212:9, 10, eff. Aug. 9, 1996.
Section 304-A:41
304-A:41 Liability of Persons Continuing the Business in Certain Cases. –
I. When any new partner is admitted into an existing partnership, or when any partner retires and assigns (or the representative of the deceased partner assigns) his rights in partnership property to 2 or more of the partners, or to one or more of the partners and one or more third persons, if the business is continued without liquidation of the partnership affairs, creditors of the first or dissolved partnership are also creditors of the partnership so continuing the business.
II. When all but one partner retire and assign (or the representative of a deceased partner assigns) their rights in partnership property to the remaining partner, who continues the business without liquidation of partnership affairs, either alone or with others, creditors of the dissolved partnership are also creditors of the person or partnership so continuing the business.
III. When any partner retires or dies and the business of the dissolved partnership is continued as set forth in paragraphs I and II of this section, with the consent of the retired partners or the representative of the deceased partner, but without any assignment of his right in partnership property, rights of creditors of the dissolved partnership and of the creditors of the person or partnership continuing the business shall be as if such assignment had been made.
IV. When all the partners or their representatives assign their rights in partnership property to one or more third persons who promise to pay the debts and who continue the business of the dissolved partnership, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.
V. When any partner wrongfully causes a dissolution and the remaining partners continue the business under the provisions of RSA 304-A:38, II(b), either alone or with others, and without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.
VI. When a partner is expelled and the remaining partners continue the business, either alone or with others, without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.
VII. The liability of a third person becoming a partner in the partnership continuing the business, under this section, to the creditors of the dissolved partnership shall be satisfied out of partnership property only.
VIII. When the business of a partnership after dissolution is continued under any conditions set forth in this section, the creditors of the dissolved partnership, as against the separate creditors of the retiring or deceased partner, have a prior right to any claim of the retired partner or the representative of the deceased partner against the person or partnership continuing the business, on account of the retired or deceased partner's interest in the dissolved partnership or on account of any consideration promised for such interest or for his right in partnership property.
IX. Nothing in this section shall be held to modify any right of creditors to set aside any assignment on the ground of fraud.
X. The use by the person or partnership continuing the business of the partnership name, or the name of a deceased partner as part thereof, shall not of itself make the individual property of the deceased partner liable for any debts contracted by such person or partnership.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:42
304-A:42 Rights of Retiring or Estate of Deceased Partner When the Business is Continued. –
When any partner retires or dies, and the business is continued under any of the conditions set forth in RSA 304-A:41, I, II, III, V, or in RSA 304-A:38, II(b) without any settlement of accounts as between him or his estate and the person or partnership continuing the business, unless otherwise agreed, he or his legal representative as against such persons or partnership may have the value of his interest at the date of dissolution ascertained, and shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest, or, at his option or at the option of his legal representative, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership; provided that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, shall have priority on any claim arising under this section, as provided by RSA 304-A:41, VIII.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Section 304-A:43
304-A:43 Accrual of Actions. –
The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business at the date of dissolution, in the absence of any agreement to the contrary.
Source. 1973, 378:1, eff. Aug. 29, 1973.
Registered Limited Liability Partnerships
Section 304-A:44
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:44 Registered Limited Liability Partnerships. –
I. To become a registered limited liability partnership, a partnership shall file with the secretary of state a registration stating:
(a) The name of the partnership.
(b) The address of its principal office.
(c) The address of its registered office and the name and address of its registered agent for service of process in this state.
(d) A brief statement of the business in which the partnership engages.
(e) Any other matters that the partnership determines to include.
(f) That the partnership hereby registers as a registered limited liability partnership.
II. The secretary of state shall register as a registered limited liability partnership any partnership that submits a completed registration with the required fee; provided the partnership name meets the requirements of RSA 304-A:45.
III. A partnership becomes a registered limited liability partnership at the close of business on the date of the filing of the initial registration with the secretary of state or at the effective time or the delayed effective time and date not later than the ninetieth day after the date the registration is filed, specified in the registration, if, in any case, there has been substantial compliance with the requirements of this chapter. A document filed electronically shall be effective at such delayed effective time and date or upon the date and time of acceptance by the secretary of state corporate database and application, if, in any case, there has been substantial compliance with the requirements of this chapter. A partnership continues as a registered limited liability partnership if there has been substantial compliance with the requirements of this chapter. The status of a partnership as a registered limited liability partnership and the liability of a partner of such registered limited liability partnership shall not be adversely affected by errors or subsequent changes in the information stated in a registration under paragraph I of this section.
IV. (a) Registration remains effective until:
(1) It is voluntarily withdrawn by filing with the secretary of state a written withdrawal notice; or
(2) The effective cancellation date in a notice from the secretary of state that the partnership has failed for 2 consecutive years to pay the annual fee, or has failed to notify the secretary of state within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued, or is without a registered agent or registered office in this state for 60 days or more.
(b) A withdrawal notice under subparagraph (a)(1) shall contain the name of the registered limited liability partnership and the date on which it originally registered as a limited liability partnership.
V. The fact that a registration or a notice is on file with the secretary of state is notice that the partnership is a registered limited liability partnership and is notice of all other facts set forth in the registration or notice.
VI. The secretary of state shall provide forms for a registration under paragraph I of this section.
VII. A limited liability partnership withdrawn under RSA 304-A:44, IV(a)(2) may apply to the secretary of state for reinstatement by completion of a reinstatement form together with payment of any fees in arrears at the time of withdrawal. Beyond 120 days a reinstatement must be accompanied by, in addition to the above, annual fees for the years since the withdrawal and a certificate from the New Hampshire department of revenue administration indicating there are no taxes due that department.
Source. 1996, 212:11. 1997, 61:1; 120:6. 2004, 248:29. 2006, 316:8, eff. July 1, 2006.
Section 304-A:45
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:45 Name of Registered Limited Liability Partnership. –
The name of a registered limited liability partnership:
I. Shall contain the words "limited liability partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of its name.
II. Except as authorized by paragraphs III and IV, a registered limited liability partnership name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as:
(a) The name of an entity incorporated, authorized, formed, or registered to do business in this state under RSA 292, RSA 293-A, RSA 293-B, RSA 294-A, RSA 301, RSA 301-A, RSA 304-A, RSA 304-B, RSA 304-C, RSA 305-A, RSA 349, or RSA 564-F.
(b) A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, RSA 304-C, or RSA 564-F.
(c) The fictitious name of another foreign corporation authorized to transact business in this state.
(d) The name of an agency or instrumentality of the United States or this state or a subdivision thereof, including names reserved pursuant to RSA 53-E.
(e) The name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the political organization.
(f) The name "farmers' market" unless the entity meets the definition of "farmers' market" established in RSA 21:34-a, V.
II-a. Except as authorized by paragraphs III and IV, a registered limited liability partnership name, based upon the records of the secretary of state, is not distinguishable upon the record if the only distinguishing factor to the registered limited liability partnership name is:
(a) An article.
(b) Plural forms of the same word.
(c) Phonetic spelling of the same name or word.
(d) An abbreviation in place of a complete spelling of the name.
(e) A suffix or prefix added to a word or any other deviation from or derivative of the same word, excluding antonyms and opposites.
(f) A change in a word or name indicating entity status.
(g) The addition of a numeric designation, unless consent is granted by the current name holder.
(h) Differences in punctuation or special characters, unless it changes the clear meaning of the word.
(i) Differences in whether letters or numbers immediately follow each other or are separated by one or more spaces.
(j) An Arabic numeral representing a number, a Roman numeral representing the same number, or a word representing the same number appearing in the same position within otherwise identical names.
III. A registered limited liability partnership may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, one or more of the names described in paragraph II, as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:
(a) The holder or holders of the name as described in paragraph II gives written consent to use the name that is not distinguishable from the name of the applying registered limited liability partnership; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or
(b) The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, the name of the applying registered limited liability partnership; or
(c) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
IV. A registered limited liability partnership may use the name, including the fictitious name, of another domestic or foreign entity that is used in this state if the other entity is incorporated, authorized, formed, or registered to transact business in this state and the proposed user registered limited liability partnership:
(a) Has merged with the other entity;
(b) Has been formed by reorganization of the other entity; or
(c) Has acquired all or substantially all of the assets, including the name, of the other entity.
V. This chapter does not control the use of fictitious names.
VI. Nothing in this section would prohibit the owner or owners of a trade name registered under RSA 349 to form a domestic registered limited liability partnership under the same name as the trade name.
Source. 1996, 212:11. 2004, 248:30. 2009, 293:6, eff. Sept. 29, 2009. 2015, 188:11, 12, eff. Jan. 1, 2016. 2017, 257:56, eff. Oct. 1, 2017. 2018, 221:6, eff. Jan. 1, 2019. 2019, 316:9, eff. Oct. 1, 2019.
Section 304-A:46
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:46 Reservation of Name. –
I. The exclusive right to the use of a name may be reserved by:
(a) Any person intending to register as a registered limited liability partnership under this chapter and to adopt that name;
(b) Any foreign registered limited liability partnership intending to register in New Hampshire; or
(c) Any registered limited liability partnership or any foreign registered limited liability partnership registered in New Hampshire which, in either case, proposes to change its name to that name.
II. The reservation of a specified name shall be made by filing with the secretary of state an application, executed by the applicant, to reserve a specified name. If the secretary of state finds that the name meets the requirements of RSA 304-A:45, II and III, the secretary of state shall reserve the name for the exclusive use of the applicant for a period of 120 days. Once having so reserved a name, the same applicant may again reserve the same name for successive 120-day periods. The right to the exclusive use of a reserved name may be transferred to any other person by filing with the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name to be transferred and the name and address of the transferee. The reservation of a specified name may be canceled by filing with the secretary of state notice of cancellation, executed by the applicant or transferee, specifying the name reservation to be canceled and the name and address of the applicant or transferee.
Source. 1996, 212:11, eff. Aug. 9, 1996.
Section 304-A:47
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:47 Annual Fee for Secretary of State. –
I. Each domestic registered limited liability partnership, and each foreign registered limited liability partnership registered under this chapter shall pay an annual fee.
II. The first annual fee shall be paid to the secretary of state between January 1 and April 1 of the year following the calendar year in which the limited liability partnership was registered; provided, however, that a limited liability partnership that has registered at any time between December 1 of the preceding year and April 1 shall not be required to pay an annual fee during that year. Subsequent annual fees shall be paid to the secretary of state between January 1 and April 1 of the following calendar years.
III. Each domestic and foreign registered limited liability partnership that fails or refuses to pay its annual fee for any year on or before April 1 shall be subject to an additional fee as set out in RSA 304-A:51, II.
Source. 1996, 212:11. 1997, 61:2. 2004, 248:64, eff. July 1, 2004.
Section 304-A:48
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:48 Change of Name; Change of Information. –
When a registered limited liability partnership wishes to change its name or a foreign registered limited liability partnership changes its name, it shall file with the secretary of state a notice of change of name. A registered limited liability partnership or foreign registered limited liability partnership may file with the secretary of state a notice of change with respect to any other information contained in its registration. Any notice of change of name or information shall specify the name under which the registered limited liability partnership or foreign registered limited liability partnership was originally registered, the date of its original registration, and the new name or new information. The notice of a change of name of a foreign registered limited liability partnership shall be accompanied by a certificate of legal existence or good standing, authenticated within 60 days prior to the filing of the notice, issued by the proper officer of the jurisdiction in which the foreign registered limited liability partnership is registered as a domestic limited liability partnership.
Source. 1996, 212:11. 1997, 61:3, eff. Jan. 1, 1998.
Section 304-A:49
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:49 Registered Office; Registered Agent. –
I. Each registered limited liability partnership and foreign registered limited liability partnership shall have and maintain in New Hampshire:
(a) A registered office that may be the same as any of its places of business; and
(b) A registered agent, which agent may be:
(1) An individual who resides in this state and whose business office is identical with the registered office; or
(2) A corporation organized or authorized under RSA 292, RSA 293-A, or RSA 294-A whose business office is identical with the registered office; or
(3) A limited liability company formed or authorized under RSA 304-C whose business office is identical with the registered office; or
(4) A limited liability partnership formed or authorized under RSA 304-A:44 whose business office is identical with the registered office.
II. A registered limited liability partnership or foreign registered limited liability partnership may change its registered office or registered agent, or both, by filing with the secretary of state a notice of change of name or address of registered agent or registered office setting forth:
(a) The name of the registered limited liability partnership or foreign registered limited liability partnership.
(b) The street address of its current registered office.
(c) If the street address of its registered office is to be changed, the street address to which the registered office is to be changed.
(d) The name and address of its current registered agent.
(e) If its registered agent is to be changed, the name of its successor registered agent.
(f) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
III. A registered agent of a registered limited liability partnership or foreign registered limited liability partnership may resign as registered agent by executing and filing a written notice of resignation with the secretary of state. The secretary of state shall mail a copy of the notice to the registered limited liability partnership or foreign registered limited liability partnership at its principal office. The appointment of the registered agent terminates on the thirty-first day after filing of the notice with the secretary of state or on the appointment of a successor registered agent, whichever occurs first. The notice of resignation may include a statement that the registered office is also discontinued.
IV. If a registered agent changes its address to another place in this state, it may change the address of the registered office of any registered limited liability partnership or foreign registered limited liability partnership for which it is a registered agent by filing a statement with the secretary of state as required by RSA 304-A:49, II, except that the statement need be signed only by the registered agent. The statement shall recite that a copy of it has been mailed to the registered limited liability partnership or foreign registered limited liability partnership.
Source. 1996, 212:11. 2004, 248:31, 32, eff. July 1, 2004.
Section 304-A:50
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:50 Applicability of Chapter to Foreign and Interstate Commerce; Registration of Foreign Registered Limited Liability Partnerships. –
I. A partnership, including a registered limited liability partnership, formed pursuant to an agreement governed by this chapter, may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country.
II. It is the intent of the legislature that the legal existence of registered limited liability partnerships formed pursuant to an agreement governed by this chapter be recognized outside the boundaries of this state and that the laws of this state governing such registered limited liability partnerships transacting business outside this state be granted the protection of full faith and credit under the Constitution of the United States.
III. It is the policy of this state that the internal affairs of partnerships, including registered limited liability partnerships, formed pursuant to an agreement governed by this chapter, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of this state.
IV. Before transacting business in this state, a foreign registered limited liability partnership shall:
(a) Comply with any statutory or administrative registration of filing requirements governing the specific type of business in which the partnership is engaged; and
(b) File a notice of registration with the secretary of state, on such forms as the secretary shall provide, stating the name of the partnership:
(1) The address of its principal office.
(2) The jurisdiction in which it is registered as a registered limited liability partnership.
(3) The address of its registered office in this state and the name of its registered agent at that office for service of process in this state.
(4) Any other information that the partnership determines to include.
(5) A brief statement of the business in which the partnership engages.
V. [Repealed.]
VI. A foreign registered limited liability partnership may register under paragraph IV under its name, provided, however, that the name must contain the words "limited liability partnership," "registered limited liability partnership" or "professional limited liability partnership," or the abbreviation "L.L.P.," "LLP," "R.L.L.P.," "P.L.L.P.," "PLLP," "P.L.L." or "PLL," as the last words or letters of its name. The name of a foreign registered limited liability partnership must satisfy the requirements of RSA 304-A:45, II and III. If the secretary of state determines that the real name of a foreign registered limited liability partnership is unavailable in this state, the foreign registered limited liability partnership may use a fictitious name, under which it may register and transact business in this state provided such fictitious name is available in this state.
VII. The internal affairs of foreign registered limited liability partnerships, and the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of the jurisdiction in which the foreign registered limited liability partnership is registered.
VIII. (a) A notice of registration under RSA 304-A:50, IV remains effective until:
(1) It is voluntarily withdrawn by filing with the secretary of state a written withdrawal notice; or
(2) The effective cancellation date in a notice from the secretary of state that the partnership has failed to pay the annual fee, or has failed to notify the secretary of state within 60 days that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued or is without a registered agent or registered office in this state for 60 days or more. The secretary of state shall send such notice to the partnership 60 days or more prior to the effective cancellation date.
(b) A withdrawal notice under subparagraph (a)(1) shall contain the name of the registered limited liability partnership and the date on which it originally registered with the secretary of state as a foreign registered limited liability partnership.
IX. A foreign registered limited liability partnership is not subject to RSA 305-A.
X. A foreign registered limited liability partnership withdrawn under RSA 304-A:50, VIII(a)(2) may apply to the secretary of state for reinstatement by completion of a reinstatement form together with payment of fees in arrears at the time of withdrawal. Beyond 120 days a reinstatement must be accompanied by, in addition to the above, annual fees for the years since the withdrawal, if the foreign limited liability partnership was doing business in this state during those years, and a certificate from the New Hampshire department of revenue administration indicating there are no taxes due that department.
XI. A foreign registered limited liability partnership which has been operating with the approval of the department of justice prior to the effective date of this paragraph, shall have up to 30 days after the effective date of this paragraph to register as a foreign registered limited liability partnership.
Source. 1996, 212:11. 1997, 61:4. 2006, 316:9. 2012, 102:5, II, eff. July 28, 2012.
Section 304-A:51
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:51 Execution of Documents; Filing Requirements; Fees. –
I. Except as specifically provided in other sections of this chapter, the documents shall be executed by one or more partners authorized to execute the documents. If the partner executing the document is other than a natural person, the document shall be executed on the partner's behalf by a general partner of a limited partnership, an officer of a corporation, a member or manager of a limited liability company, or a person authorized by law to execute on behalf of the partner. To file a document with the secretary of state under subparagraphs II(a), (d), (f), (g), (h), and (i), the original and one exact or conformed copy of the document shall be delivered to the office of the secretary of state along with the prescribed fee. The copy shall be stamped with the word "FILED" and the date and returned to the partnership.
II. The secretary of state shall collect the following fees for:
| (a) | Registration of limited liability partnership under RSA 304-A:44, I | $100 |
| (b) | Annual fee under RSA 304-A:47 | $100 |
| (c) | Late filing fee under RSA 304-A:47, III | $50 |
| (d) | Withdrawal of registered limited liability partnership under RSA 304-A:44, IV(a)(1) | $35 |
| (e) | Name reservation, notice of transfer of reservation, or notice of cancellation under RSA 304-A:46, II | $15 |
| (f) | Notice of change under RSA 304-A:48 | $35 |
| (g) | Notice of change of name or address of registered agent or registered office under RSA 304-A:49, II | $15 |
| (h) | Notice of registration of foreign limited liability partnership under RSA 304-A:50, IV | $100 |
| (i) | Withdrawal notice of foreign limited liability partnership under RSA 304-A:50, VIII(a)(1) | $35 |
III. The secretary of state may:
(a) Certify copies of any paper on file as provided for by this chapter, for a fee of $1 per page and $5 for the certificate.
(b) Issue any certificate, including but not limited to a certificate of registration, other than a certification of a copy under subparagraph III(a), for a fee of $5, except that for issuing any certificate of the secretary of state that recites all of the filings of a registered limited liability partnership or foreign limited liability partnership, the fee shall be $10.
IV. The secretary of state shall establish, and may from time to time amend, a schedule of specific fees payable under this chapter.
V. (a) Except as provided in paragraph VI, a document accepted for filing is effective:
(1) At the close of business on the date it is filed, as evidenced by the secretary of state's date endorsement of the original document; or
(2) At the time specified in the document as its effective time on the date it is filed.
(b) A document filed electronically shall be effective upon the date and time of acceptance by the secretary of state corporate database and application or as specified in accordance with paragraph VI.
VI. A document filed in the office of the secretary of state may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective as of the close of business on that date. A delayed effective date for a document shall not be later than the ninetieth day after the date it is filed.
Source. 1996, 212:11. 1997, 61:5; 120:7. 2004, 248:33-35, 65. 2006, 81:3, eff. May 5, 2006. 2015, 273:26, eff. Jan. 1, 2016.
Section 304-A:52
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:52 Administration. –
I. The secretary of state shall collect all fees required under this chapter and shall pay them to the state treasurer to be deposited in the general fund as unrestricted revenue, except as provided in paragraph II.
II. The state treasurer shall pay the expenses of administering this chapter out of any money in the treasury not otherwise appropriated until the fees collected pursuant to this chapter have been received by the treasurer. Thereafter, the treasurer shall pay the expenses of administering this chapter out of the fees collected under this chapter and shall reimburse the treasury for previous expenses paid by the treasurer. The governor is authorized to draw a warrant for the sums authorized by this section out of any money in the treasury not otherwise appropriated.
Source. 1996, 212:11, eff. Aug. 9, 1996.
Section 304-A:53
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:53 Rulemaking. –
The secretary of state may adopt rules, under RSA 541-A, necessary to implement the provisions of this chapter.
Source. 1996, 212:11, eff. Aug. 9, 1996.
Section 304-A:54
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:54 Reserved Power of State of New Hampshire to Amend or Repeal Chapter. –
All provisions of this chapter may be amended from time to time or repealed, and all rights of partners are subject to this reservation.
Source. 1996, 212:11. 1997, 120:8, eff. Aug. 8, 1997.
Section 304-A:55
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:55 Powers of Licensing Authorities Not Affected. –
Notwithstanding any other provision of law, a partnership engaged in the rendering of professional services may register as a registered limited liability partnership or foreign registered limited liability partnership subject to:
(a) The laws and rules governing the rendering of professional services as defined in RSA 304-A:2, IX by partnerships; and
(b) Such other terms and conditions imposed by its governing licensing authority.
Source. 1996, 212:11, eff. Aug. 9, 1996.
Conversions and Mergers
Section 304-A:56
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:56 Conversion of Partnership to Limited Partnership or Limited Liability Company. –
I. A partnership may be converted to a limited partnership or a limited liability company pursuant to this section.
II. The terms and conditions of a conversion of a partnership to a limited partnership or a limited liability company must be approved by all of the partners.
III. After the conversion is approved by the partners, the partnership shall file a certificate of conversion together with a certificate of limited partnership, in the case of a conversion to a limited partnership, or a certificate of formation, in the case of a conversion to a limited liability company, in the jurisdiction in which the limited partnership or the limited liability company is to be formed and in accordance with the laws applicable to such other entity. The certificate of conversion must include:
(a) A statement that the partnership was converted to a limited partnership or a limited liability company from a partnership;
(b) Its former name; and
(c) A statement that all of the partners approved the conversion.
IV. The conversion takes effect upon the effective date and time of the certificate of limited partnership or the certificate of formation of the limited liability company, as the case may be.
V. A general partner who becomes a limited partner of a limited partnership or a member of a limited liability company as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership or limited liability company reasonably believes when entering the transaction that the limited partner or member is a general partner, the limited partner or member is liable for an obligation incurred by the limited partnership or limited liability company within 90 days after the conversion takes effect. The liability of the limited partner or member for all other obligations of the limited partnership or the limited liability company incurred after the conversion takes effect is that of a limited partner or a member, as the case may be, as provided in RSA 304-B and RSA 304-C.
Source. 1997, 120:9, eff. Aug. 8, 1997.
Section 304-A:57
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:57 Conversion of Limited Partnership or Limited Liability Company to Partnership. –
I. A limited partnership or a limited liability company may be converted to a partnership pursuant to this section and the laws applicable to such entities.
II. After the conversion is approved by the partners of a limited partnership in accordance with applicable law, the limited partnership shall cancel its certificate of limited partnership.
III. After the conversion is approved by the members of a limited liability company in accordance with applicable law, the limited liability company shall file a certificate of cancellation in the manner required by applicable law.
IV. The conversion takes effect upon the effective date and time of the certificate of cancellation of the limited partnership or the certificate of cancellation of the limited liability company, as the case may be.
V. A limited partner of a limited partnership or a member of a limited liability company who becomes a general partner as a result of the conversion remains liable only as a limited partner or a member for an obligation incurred by the limited partnership or the limited liability company before the conversion takes effect and is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.
Source. 1997, 120:9, eff. Aug. 8, 1997.
Section 304-A:58
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:58 Effect of Conversion; Entity Unchanged. –
I. A partnership, limited partnership, or limited liability company that has been converted pursuant to RSA 304-A:56 or 304-A:57 is for all purposes the same entity that existed before the conversion.
II. When a conversion takes effect:
(a) All property owned by the converting partnership, limited partnership, or limited liability company remains vested in the converted entity;
(b) All obligations of the converting partnership, limited partnership, or limited liability company continue as obligations of the converted entity; and
(c) An action or proceeding pending against the converting partnership, limited partnership or limited liability company may be continued as if the conversion had not occurred.
Source. 1997, 120:9, eff. Aug. 8, 1997.
Section 304-A:59
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:59 Merger of Partnerships. –
I. Pursuant to a plan of merger approved as provided in paragraph III, a partnership may be merged with one or more partnerships, or with one or more limited partnerships or limited liability companies to the extent permitted by the laws applicable to such entities.
II. The plan of merger must set forth:
(a) The name of each partnership, limited partnership, or limited liability company that is a party to the merger;
(b) The name of the surviving entity into which the other partnerships, limited partnerships, or limited liability companies will merge;
(c) Whether the surviving entity is a partnership, a limited partnership, or a limited liability company and the status of each partner;
(d) The terms and conditions of the merger;
(e) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and
(f) The street address of the surviving entity's chief executive office.
III. The plan of merger must be approved:
(a) In the case of a partnership that is a party to the merger, by all of the partners;
(b) In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement; and
(c) In the case of a limited liability company that is a party to the merger by the vote required by the law of the jurisdiction in which the limited liability company is organized.
IV. After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
V. A merger takes effect:
(a) If a certificate of merger is required to be filed pursuant to RSA 304-A:61, upon the effective date of the certificate of merger; or
(b) If a certificate of merger is not required to be filed pursuant to RSA 304-A:61, upon the approval of the plan of merger by all parties to the merger as provided in paragraph III unless the plan of merger specifies a delayed effective date and time, in which event the merger shall take effect upon such specified date and time.
Source. 1997, 120:9, eff. Aug. 8, 1997.
Section 304-A:60
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:60 Effect of Merger. –
I. When a merger takes effect:
(a) The separate existence of every partnership, limited partnership, or limited liability company that is a party to the merger, other than the surviving entity, ceases;
(b) All property owned by each of the merged partnerships, limited partnerships, or limited liability companies vests in the surviving entity;
(c) All obligations of every partnership, limited partnership, or limited liability company that is a party to the merger become the obligations of the surviving entity; and
(d) An action or proceeding pending against a partnership, limited partnership, or limited liability company that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding.
II. [Repealed.]
III. A partner of a surviving partnership or limited partnership is liable for:
(a) All obligations of a party to the merger for which the partner was personally liable before the merger;
(b) All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and
(c) All obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.
IV. If the obligations incurred before the merger by a partnership that is a party to the merger are not satisfied out of the property of the surviving entity, the partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity, in the manner provided in RSA 304-A:40 or in the limited partnership act of the jurisdiction in which the party was formed, as the case may be, as if the merged party were dissolved.
Source. 1997, 120:9. 2004, 248:62, I, eff. July 1, 2004.
Section 304-A:61
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:61 Certificate of Merger. –
I. In a merger of a limited liability company, registered limited liability partnership, or a limited partnership with a partnership in which a partnership is the surviving entity, the surviving entity shall file in the office of the secretary of state a certificate of merger, together with payment of a filing fee of $35.
II. A certificate of merger must contain:
(a) The name of each partnership, limited partnership, or limited liability company that is a party to the merger;
(b) The name of the surviving entity into which the other entities were merged;
(c) The street address of the surviving entity's chief executive office and of an office in this state, if any;
(d) A statement that the executed agreement of merger is on file at the principal place of business of the surviving business entity and the address thereof; and
(e) A statement that a copy of the agreement of merger will be furnished by the surviving partnership, on request and without cost, to any limited partner of any constituent limited partnership or any member of any constituent limited liability company.
III. Except as otherwise provided in paragraph IV, for the purposes of RSA 304-A:10, property of a surviving partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
IV. For the purposes of RSA 304-A:10, real property of a surviving partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the certificate of merger, if a certificate of merger is required by paragraph I, and otherwise a certificate of merger satisfying the requirements of paragraph II acknowledged by all persons executing the certificate, in the registry of deeds of the county in which the real property is located.
V. A filed and, if appropriate, recorded certificate of merger, stating the name of a partnership, limited partnership, or limited liability company that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by paragraph II, operates with respect to the partnerships, limited partnerships, or limited liability companies named to the extent provided in paragraphs III and IV.
Source. 1997, 120:9, eff. Aug. 8, 1997.
Section 304-A:62
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:62 Nonexclusive. –
This subdivision is not exclusive. Partnerships may be converted or merged in any other manner provided by law.
Source. 1997, 120:9, eff. Aug. 8, 1997.