TITLE XXVIII
PARTNERSHIPS
Chapter 304-B
UNIFORM LIMITED PARTNERSHIP ACT
General Provisions
Section 304-B:1
304-B:1 Definitions. –
As used in this chapter, unless the context otherwise requires:
I. "Certificate of limited partnership" means the certificate referred to in RSA 304-B:8, and the certificate as amended or restated.
II. "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.
III. "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in RSA 304-B:23.
IV. "Foreign limited partnership" means a partnership formed under the laws of any state other than this state and having as partners one or more general partners and one or more limited partners.
V. "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.
VI. "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.
VII. "Limited partnership" and "domestic limited partnership" mean a partnership formed by 2 or more persons under the laws of this state and having one or more general partners and one or more limited partners.
VIII. "Partner" means a limited or general partner.
IX. "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.
X. "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.
XI. "Person" means a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, or corporation.
XII. "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:2
304-B:2 Name. –
I. The name of each limited partnership as set forth in its certificate of limited partnership:
(a) Shall contain the words "limited partnership" or the abbreviation "L.P.", or similar abbreviation, as the last words of its name; and
(b) May not contain the name of a limited partner unless (1) it is also the name of a general partner or the corporate name of a corporate general partner, or (2) the business of the limited partnership had been carried on under that name before the admission of that limited partner.
II. A limited partnership name shall not contain language stating or implying that the limited partnership is organized for a purpose other than that permitted by RSA 304-B:6 and its certificate of limited partnership.
III. Except as authorized by paragraphs IV and V, a limited 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.
III-a. Except as authorized by paragraphs IV and V, a limited partnership name, based upon the records of the secretary of state, is not distinguishable upon the record if the only distinguishing factor to the limited 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.
IV. A limited 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 III, 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 III gives written consent to use the name that is not distinguishable from the name of the applying limited 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 limited 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.
V. A limited 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 limited 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.
VI. This chapter does not control the use of fictitious names.
VII. Nothing in this section would prohibit the owner or owners of a trade name registered under RSA 349 to form a domestic limited partnership under the same name as the trade name.
Source. 1987, 349:1. 1991, 67:4. 1996, 239:2. 1999, 293:5. 2004, 248:36. 2009, 293:7. 2013, 60:1, eff. Aug. 5, 2013. 2015, 188:13, 14, eff. Jan. 1, 2016. 2017, 257:57, eff. Oct. 1, 2017. 2018, 221:7, eff. Jan. 1, 2019. 2019, 316:10, eff. Oct. 1, 2019.
Section 304-B:3
304-B:3 Reservation of Name. –
I. The exclusive right to the use of a name may be reserved by:
(a) Any person intending to organize a limited partnership under this chapter and to adopt that name;
(b) Any domestic limited partnership or any foreign limited partnership registered in this state which, in either case, intends to adopt that name;
(c) Any foreign limited partnership intending to register in this state and adopt that name; and
(d) Any person intending to organize a foreign limited partnership and intending to have it register in this state and adopt that name.
II. The reservation 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 is available for use by a domestic or foreign limited partnership, he 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 not again reserve the same name until more than 60 days after the expiration of the last 120-day period for which that applicant reserved that name. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:4
304-B:4 Specified Office and Agent. –
Each limited partnership shall continuously maintain in this state:
I. A registered office that may be the same as any of its places of business; and
II. A registered agent, which agent may be:
(a) An individual who resides in this state and whose business office is identical with the registered office; or
(b) 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
(c) A limited liability company formed or authorized under RSA 304-C whose business office is identical with the registered office; or
(d) A limited liability partnership formed or authorized under RSA 304-A:44 whose business office is identical with the registered office.
Source. 1987, 349:1. 2004, 248:37, eff. July 1, 2004.
Section 304-B:5
304-B:5 Records to be Kept. –
I. Each limited partnership shall keep at the office referred to in RSA 304-B:4, I the following:
(a) A current list of the full name and last known business address of each partner, separately identifying the general partners (in alphabetical order) and the limited partners (in alphabetical order);
(b) A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;
(c) Copies of the limited partnership's federal, state and local income tax returns and reports, if any, for the 3 most recent years;
(d) Copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the 3 most recent years; and
(e) Unless contained in a written partnership agreement, a writing setting out:
(1) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;
(2) The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;
(3) Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and
(4) Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.
II. Records kept under this section are subject to inspection and copying at the reasonable request and at the expense of any partner during ordinary business hours.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:6
304-B:6 Nature of Business. –
A limited partnership may carry on any business that a partnership without limited partners may carry on, except any association formed under any other statute of this state, or formed under any statute adopted by authority, other than the authority of this state, is not a limited partnership under this chapter, unless such association was a limited partnership in this state prior to the adoption of this chapter.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:7
304-B:7 Business Transactions of Partner With Partnership. –
Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Formation; Certificate of Limited Partnership
Section 304-B:8
304-B:8 Certificate of Limited Partnership. –
I. In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the secretary of state. The certificate shall set forth:
(a) The name of the limited partnership;
(b) The address of the office and the name and address of the agent for service of process required to be maintained by RSA 304-B:4;
(c) The name and the business address of each general partner;
(d) The latest date upon which the limited partnership is to dissolve; and
(e) Any other matters the general partners determine to include therein.
II. A limited partnership is formed at the close of business on the date of the filing of the certificate of limited partnership in the office of the secretary of state, or the effective time or the delayed effective time and date specified in accordance with RSA 304-B:13, IV in the certificate of limited partnership if, in any case, there has been substantial compliance with the requirements of this section. A limited partnership filed electronically will be effective upon the date and time of acceptance by the secretary of state corporate database and application or as specified in accordance with RSA 304-B:13, IV.
Source. 1987, 349:1. 1997, 120:10. 2004, 248:38, eff. July 1, 2004.
Section 304-B:8-a
304-B:8-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, 279:13, eff. Jan. 1, 2019.
Section 304-B:9
304-B:9 Amendment to Certificate. –
I. A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the secretary of state. The certificate shall set forth:
(a) The name of the limited partnership;
(b) The date of filing the certificate; and
(c) The amendment to the certificate.
II. Within 30 days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:
(a) The admission of a new general partner;
(b) The withdrawal of a general partner;
(c) The continuation of the business under RSA 304-B:44 after an event of withdrawal of a general partner; or
(d) The resignation of the registered agent.
III. A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.
IV. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
V. No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in paragraph II of this section if the amendment is filed within the 30-day period specified in paragraph II.
VI. A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.
Source. 1987, 349:1. 1988, 62:1. 2006, 316:10, eff. July 1, 2006.
Section 304-B:9-a
[RSA 304-B:9-a effective November 1, 2023; see also RSA 304-B:9-a above.][This section was enacted by the New Hampshire General Court and is not a part of the national Revised Uniform Limited Partnership Act.]
304-B:9-a Change of Registered Agent or Registered Office. –
I. Each limited partnership shall have and maintain in the state of 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 residential or 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 this act or a professional limited liability company formed or authorized under RSA 304-D 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 limited partnership may change its registered office or registered agent, or both, by filing with the secretary of state a statement, signed by the general partner or other authorized party, setting forth:
(a) The name of the limited 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 and address of its successor registered agent; and
(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 limited liability company may resign as registered agent by signing 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 limited liability company at its principal office.
IV. The appointment of the registered agent shall terminate 31 days after filing of the notice of resignation 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.
V. If a registered agent changes its address to another place in this state, it may change the address of the registered office of any limited liability company for which it is a registered agent by filing a statement with the secretary of state as required by paragraph 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 limited liability company.
Source. 2006, 316:11, eff. July 1, 2006. 2023, 170:7, eff. Nov. 1, 2023.
Section 304-B:10
304-B:10 Cancellation of Certificate. –
A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the secretary of state and set forth:
I. The name of the limited partnership;
II. The date of filing of its certificate of limited partnership;
III. The reason for filing the certificate of cancellation;
IV. The effective date and time of cancellation if it is not to be effective upon the close of business on the date of the filing of the certificate; and
V. Any other information the general partners filing the certificate determine.
Source. 1987, 349:1. 1997, 120:11, eff. Aug. 8, 1997.
Section 304-B:11
304-B:11 Execution of Certificates. –
I. Each certificate required by this chapter to be filed in the office of the secretary of state shall be executed in the following manner:
(a) An original certificate of limited partnership must be signed by all general partners;
(b) A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner;
(c) A certificate of cancellation must be signed by all general partners; and
(d) A certificate of merger and a certificate of conversion must be signed by all the general partners.
II. Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission.
III. The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
Source. 1987, 349:1. 1997, 120:12, eff. Aug. 8, 1997.
Section 304-B:12
304-B:12 Execution by Judicial Act. –
If a person required by RSA 304-B:11 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior court to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:13
304-B:13 Filing in Office of Secretary of State. –
I. One original and one exact or conformed copy of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) and of any certificate of merger or certificate of conversion shall be delivered to the secretary of state. Documents filed electronically need not be filed in duplicate. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required by law the secretary of state shall:
(a) Endorse on each copy the word "filed" and the day, month, and year of the filing thereof;
(b) File the original in the secretary of state's office; and
(c) Return the exact or conformed copy to the person who filed it or the person's representative.
II. Upon the effective date and time of a certificate of amendment (or judicial decree of amendment) in the office of the secretary of state, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date and time of a certificate of cancellation (or a judicial decree thereof), the certificate of limited partnership is cancelled.
III. Except as provided in paragraph IV, a document accepted for filing is effective:
(a) 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
(b) At the time specified in the document as its effective time on the date it is filed; or
(c) Upon the date and time of acceptance by the secretary of state corporate database and application, if filed electronically.
IV. 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. 1987, 349:1. 1997, 120:13. 2004, 248:39. 2006, 316:12, eff. July 1, 2006.
Section 304-B:14
304-B:14 Liability for False Statement in Certificate. –
If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:
I. Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and
II. Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under RSA 304-B:12.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:15
304-B:15 Scope of Notice. –
The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:16
304-B:16 Delivery of Certificates to Limited Partners. –
Upon the return by the secretary of state pursuant to RSA 304-B:13 of a certificate marked "filed", the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Mergers and Conversions
Section 304-B:16-a
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-a Merger. –
I. As used in this section, "other business entity" means a domestic or foreign corporation, limited liability company, or partnership, whether general or limited, that is authorized by applicable statute to merge with a limited partnership.
II. Pursuant to an agreement of merger, a limited partnership may merge with or into one or more limited partnerships or other business entities, with such limited partnership or such other business entity as the agreement shall provide being the surviving limited partnership or other business entity.
III. Each such limited partnership and other entity shall enter into a written agreement or plan of merger. The agreement shall state:
(a) The terms and conditions of the merger;
(b) The mode of carrying the same into effect;
(c) The manner of converting the partnership interests of each such limited partnership and the shares or the limited liability company or partnership interests of each such other entity into shares, limited liability company or partnership interests, or other securities of the entity surviving from such merger, and if any partnership interests of any such limited partnership or any shares, limited partnership or limited liability company or partnership interests of any such other entity are not to be converted solely into shares, limited liability company or partnership interests, or other securities of the entity surviving from such merger, the cash, property, rights or securities of any other corporation or entity which the holders of such shares or limited liability company or partnership interests are to receive in exchange for, or upon conversion of, such shares or limited partnership or limited liability company interests and the surrender of any certificates evidencing such shares or interests which cash, property, rights or securities of any other corporation or entity may be in addition to or in lieu of shares, limited liability company or partnership interests, or other securities of the entity surviving from such merger; and
(d) Such other details or provisions as are deemed desirable, including, without limiting the generality of the foregoing, a provision for the payment of cash in lieu of the issuance of fractional shares or interests of the surviving corporation or other entity. Any of the terms of the agreement or plan of merger may be made dependent upon facts ascertainable outside of such agreement or plan provided that the manner in which such facts shall operate upon the terms of the agreement or plan is clearly and expressly set forth in the agreement or plan of merger.
IV. Unless otherwise provided in the partnership agreement, a merger shall be approved by each limited partnership which is to merge (1) by all general partners, and (2) by the limited partners or, if there is more than one class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than 50 percent of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate. In connection with a merger hereunder, rights or securities of, or interests in, a limited partnership or other business entity which is a constituent party to the merger may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving limited partnership or other business entity or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, a limited partnership or other business entity which is not the surviving limited partnership or other business entity in the merger. Notwithstanding prior approval, an agreement of merger may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement of merger at any time before the certificate of merger is filed.
V. If a limited partnership is merging under this section, the limited partnership or other business entity surviving in the merger shall file in the office of the secretary of state a certificate of merger setting forth:
(a) The name and jurisdiction of formation or organization of each of the limited partnerships or other business entities which is to merge;
(b) That an agreement of merger has been approved and executed by each of the limited partnerships or other business entities which is to merge;
(c) The name of the surviving limited partnership or other business entity;
(d) If a corporation is the surviving entity of the merger, the plan of merger;
(e) If shareholder approval of any corporation party to the merger was not required, a statement to that effect;
(f) If approval of the shareholders of one or more corporations party to the merger or share exchange was required:
(1) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and
(2) Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group.
(g) In the case of a merger in which a corporation is the surviving entity, such amendments or changes in the articles of incorporation of the surviving corporation as are desired to be effected by the merger, or, if no such amendments or changes are desired, a statement that the articles of incorporation of the surviving corporation shall be its articles of incorporation;
(h) If the surviving business entity is not a corporation, that the executed agreement of merger is on file at the principal place of business of the surviving business entity and the address thereof;
(i) That a copy of the agreement of merger will be furnished by the surviving limited partnership or other business entity, on request and without cost, to any partner or any limited partnership or any person holding an interest in any other business entity which is to merge;
VI. Upon the merger taking effect, a surviving foreign other entity of a merger is deemed:
(a) To appoint the secretary of state as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting partners of each limited partnership party to the merger; and
(b) To agree that it will promptly pay to the dissenting parties of each limited partnership party to the merger or share exchange the amount, if any, to which they are entitled under RSA 304-C:16-b.
VII. A merger shall be effective upon the effective date and time of the certificate of merger.
VIII. A certificate of merger shall act as a certificate of cancellation for a domestic limited partnership which is not the surviving entity in the merger.
IX. Notwithstanding anything to the contrary contained in a partnership agreement, a partnership agreement containing a specific reference to this paragraph may provide that an agreement of merger approved in accordance with paragraph VII of this section may (1) effect any amendment to the partnership agreement or (2) effect the adoption of a new partnership agreement for a limited partnership if it is the surviving limited partnership in the merger. Any amendment to a partnership agreement or adoption of a new partnership agreement made pursuant to the foregoing sentence shall be effective at the effective time and date of the merger. The provisions of this paragraph shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in a partnership agreement or other agreement or as otherwise permitted by law, including that the partnership agreement of any constituent limited partnership to the merger (including a limited partnership formed for the purpose of consummating a merger) shall be the partnership agreement of the surviving limited partnership.
X. When any merger shall have become effective under this section, for all purposes of the laws of the state of New Hampshire, all of the rights, privileges and powers of each of the limited partnerships and other business entities that have merged, and all property, real, personal and mixed, and all debts due to any of said limited partnerships and other business entities, as well as all other things and causes of action belonging to each of such limited partnerships and other business entities, shall be vested in the surviving limited partnership or other business entity, and shall thereafter be the property of the surviving limited partnership or other business entity as they were of each of the limited partnerships and other business entities that have merged, and the title to any real property vested by deed or otherwise, under the laws of the state of New Hampshire, in any of such limited partnerships and other business entities, shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of any of said limited partnerships and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the limited partnerships and other business entities that have merged shall thenceforth attach to the surviving limited partnership or other business entity, and may be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted by it. Unless otherwise agreed, a merger of a limited partnership, including a limited partnership which is not the surviving entity in the merger, shall not require such limited partnership to wind up its affairs under RSA 304-B:46 or pay its liabilities and distribute its assets under RSA 304-B:47.
XI. Except as provided by agreement with a person to whom a general partner of a limited partnership is obligated, a merger of a limited partnership that has become effective shall not affect any obligation or liability existing at the time of such merger of a general partner of a limited partnership which is merging.
XII. If a limited partnership is a constituent party to a merger that shall have become effective, but the limited partnership is not the surviving entity of the merger, then a judgment creditor of a general partner of such limited partnership may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the surviving entity of the merger unless:
(a) A judgment based on the same claim has been obtained against the surviving entity of the merger and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(b) The surviving entity of the merger is a debtor in bankruptcy;
(c) The general partner has agreed that the creditor need not exhaust the assets of the limited partnership that was not the surviving entity of the merger;
(d) The general partner has agreed that the creditor need not exhaust the assets of the surviving entity of the merger;
(e) A court grants permission to the judgment creditor to levy execution against the assets of the general partner based on a finding that the assets of the surviving entity of the merger that are subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of the assets of the surviving entity of the merger is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(f) Liability is imposed on the general partner by law or contract independent of the existence of the surviving entity of the merger.
Source. 1997, 120:14, eff. Aug. 8, 1997.
Section 304-B:16-b
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-b Approval of Conversion of a Limited Partnership. –
A limited partnership may convert to an other business entity, as defined in RSA 304-B:16-a, I, other than a limited partnership, upon the authorization of such conversion in accordance with this section and to the extent authorized by and in accordance with the laws applicable to conversion to such other business entity. If the partnership agreement specifies the manner of authorizing a conversion of the limited partnership, the conversion shall be authorized as specified in the partnership agreement. If the partnership agreement does not specify the manner of authorizing a conversion of the limited partnership and does not prohibit a conversion of the limited partnership, the conversion shall be authorized in the same manner as is specified in the partnership agreement for authorizing a merger that involves the limited partnership as a constituent party to the merger. If the partnership agreement does not specify the manner of authorizing a conversion of the limited partnership or a merger that involves the limited partnership as a constituent party and does not prohibit a conversion of the limited partnership, the conversion shall be authorized by the approval (1) by all general partners, and (2) by the limited partners or, if there is more than one class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than 50 percent of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate.
Source. 1997, 120:14, eff. Aug. 8, 1997.
Dissenters' Rights
Section 304-B:16-c
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-c Definitions and Construction. –
In this subdivision:
I. "Dissenter" means a limited partner who is entitled to dissent from limited partnership action under RSA 304-B:16-d and who exercises that right when and in the manner required under this subdivision.
II. "Fair value" means the value of the dissenter's partnership interest of a limited partnership immediately before the effective date of the limited liability action referred to in RSA 304-B:16-d, excluding any appreciation or depreciation in anticipation of the limited partnership action.
III. "Interest" means interest from the effective date of the action referred to in RSA 304-B:16-d that gave rise to the limited partner's right to dissent until the date of payment, at the average auction rate paid on United States treasury bills with a maturity of 6 months (or the closest maturity thereto) as of the auction date for such treasury bills closest to such effective date.
IV. "Limited partnership" means a limited partnership whose limited partners have obtained rights to dissent under RSA 304-B:16-d and includes any successor by merger or conversion.
Source. 1997, 120:14, eff. Aug. 8, 1997.
Section 304-B:16-d
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-d Dissenters' Rights. –
I. A limited partner is entitled to dissent from, and obtain payment of, the fair value of the limited partner's partnership interest upon either of the following actions:
(a) Consummation of a plan of merger to which the limited partnership is a party.
(b) Consummation of a plan of conversion of the limited partnership to some other business entity.
II. A limited partner entitled to dissent and obtain payment for such limited partner's partnership interest under this subdivision may not challenge the limited partnership action creating such limited partner's entitlement unless the action is unlawful or fraudulent with respect to the limited partner or the limited partnership.
Source. 1997, 120:14, eff. Aug. 8, 1997.
Section 304-B:16-e
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-e Notice of Dissenters' Rights. –
I. If the proposed action of the limited partnership creating dissenters' rights under RSA 304-B:16-d is submitted to a vote at a meeting of the limited partners, the meeting notice must state that limited partners are or may be entitled to assert dissenters' rights under this subdivision and be accompanied by a copy of this subdivision.
II. If the limited partnership action creating dissenters' rights under RSA 304-B:16-d is taken without a vote of the limited partners, the limited partnership shall notify in writing all limited partners entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in RSA 304-B:16-g.
III. A limited partnership's failure to give notice pursuant to this section shall not invalidate the limited partnership action.
Source. 1997, 120:14, eff. Aug. 8, 1997.
Section 304-B:16-f
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-f Notice of Intent to Demand Payment. –
I. If proposed action of a limited partnership creating dissenters' rights under RSA 304-B:16-d is submitted to a vote at a meeting of the limited partners, a limited partner who wishes to assert dissenters' rights shall:
(a) Deliver to the limited partnership before the vote is taken a written notice of the member's intent to demand payment for the limited partner's limited partnership interest if the proposed action is effectuated.
(b) Not vote the limited partner's limited partnership interest in favor of the proposed action.
II. No such written notice of intent to demand payment is required of any limited partner to whom the limited partnership has failed to provide the notice required by RSA 304-B:16-e.
III. A limited partner who does not satisfy the requirements of this section is not entitled to payment for such limited partner's limited partnership interest under this subdivision.
Source. 1997, 120:14, eff. Aug. 8, 1997.
Section 304-B:16-g
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-g Dissenters' Notice. –
I. If proposed action of a limited partnership creating dissenters' rights under RSA 304-B:16-d is authorized at a meeting of the limited partners, the limited partnership shall deliver a written dissenters' notice to all limited partners who have satisfied the requirements of RSA 304-B:16-f.
II. The dissenters' notice must be sent no later than 10 days after the action of the limited partnership was authorized by the members or effectuated, whichever is the first to occur, and shall:
(a) State where the payment demand shall be sent;
(b) Supply a form for demanding payment that includes the date of the first announcement to news media or to limited partners of the principal terms of the proposed limited partnership action and requires that the person asserting dissenters' rights certify whether or not the limited partner acquired the limited partnership interest before that date;
(c) Set a date by which the limited partnership must receive the payment demand, which date may not be fewer than 30 days and not more than 60 days after the date of the notice required by paragraph II is sent; and
(d) Be accompanied by a copy of this subdivision if the limited partnership has not previously sent a copy of this subdivision to the limited partner pursuant to RSA 304-B:16-e.
Source. 1997, 120:14, eff. Aug. 8, 1997.
Section 304-B:16-h
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-h Duty to Demand Payment. –
I. A limited partner sent a dissenters' notice described in RSA 304-B:16-g must demand payment and certify whether the limited partner acquired the limited partnership interest before the date required to be set forth in the dissenters' notice pursuant to RSA 304-B:16-g.
II. A limited partner who demands payment under paragraph I retains all of the rights of a limited partner until those rights are canceled or modified by consummation of the proposed action of the limited partnership.
III. A limited partner who does not demand payment by the date set forth in the dissenters' notice is not entitled to payment of fair value for such limited partner's partnership interest under this subdivision.
IV. A demand for payment filed by a limited partner may not be withdrawn unless the limited partnership with which it was filed or the surviving limited partnership or other business entity consents to such withdrawal.
Source. 1997, 120:14, eff. Aug. 8, 1997.
Section 304-B:16-i
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-i Payment. –
I. Except as provided in RSA 304-B:16-k, as soon as the proposed limited partnership action is effectuated, or upon receipt of a payment demand, whichever is later, the limited partnership shall pay each dissenter who complied with RSA 304-B:16-h the amount the limited partnership estimates to be the fair value of such dissenter's partnership interest, plus accrued interest.
II. The payment shall be accompanied by:
(a) The limited partnership's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, and the latest available interim financial statements, if any;
(b) A statement of the limited partnership's estimate of the fair value of the limited partnership interest;
(c) An explanation of how the value of the limited partnership interest was calculated;
(d) A statement of the dissenter's right to demand payment under RSA 304-B:16-l; and
(e) A copy of this subdivision, if the limited partnership has not previously sent a copy of this subdivision to the limited partner pursuant to RSA 304-B:16-e or RSA 304-B:16-g.
Source. 1997, 120:14, eff. Aug. 8, 1997.
Section 304-B:16-j
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-j Failure to Take Action. –
If the limited partnership does not effectuate the proposed action that gave rise to the dissenters' rights within 60 days after the date set for demanding payment, it shall send a new dissenters' notice under RSA 304-B:16-e and repeat the payment demand procedure if it effectuates the proposed action.
Source. 1997, 120:14, eff. Aug. 8, 1997.
Section 304-B:16-k
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-k After-Acquired Limited Partnership Interests. –
I. A limited partnership may elect to withhold payment required by RSA 304-B:16-i from a dissenter unless the dissenter was a limited partner before the date set forth in the dissenters' notice as the date of the first announcement to news media or to limited partners of the principal terms of the proposed limited partnership action.
II. To the extent the limited partnership elects not to withhold payment under paragraph I, after effectuating the proposed limited partnership action, it shall estimate the fair value of the limited partnership interest, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter's demand. The limited partnership shall send with its offer a statement of its estimate of the fair value of the limited partnership interest, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under RSA 304-B:16-l.
Source. 1997, 120:14, eff. Aug. 8, 1997.
Section 304-B:16-l
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-l Procedure if Limited Partner Dissatisfied With Payment of Offer. –
I. A dissenter may notify the limited partnership in writing of the dissenter's own estimate of the fair value of such dissenter's limited partnership interest and amount of interest due, and demand payment of the dissenter's estimate (less any payment under RSA 304-B:16-i), or reject the limited partnership's offer under RSA 304-B:16-k; and demand payment of the fair value of the limited partnership interest and interest due, if:
(a) The dissenter believes that the amount paid under RSA 304-B:16-i or offered under RSA 304-B:16-k is less than the fair value of such dissenter's limited partnership interest or that the interest due is incorrectly calculated; or
(b) The limited partnership fails to make payment under RSA 304-B:16-i within 60 days after the date set for demanding payment.
II. A dissenter waives the right to demand payment under this section unless the dissenter notifies the limited partnership of such dissenter's demand in writing under paragraph I within 30 days after the limited partnership made or offered payment for such dissenter's limited partnership interest.
Source. 1997, 120:14, eff. Aug. 8, 1997.
Section 304-B:16-m
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-m Court Action. –
I. If a demand for payment under RSA 304-B:16-l remains unsettled, the limited partnership shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the limited partnership interest and accrued interest. If the limited partnership does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
II. The limited partnership shall commence the proceeding in superior court of the county where the limited partnership's principal executive office (or, if none in this state, its registered office) is located. If the limited partnership is a foreign entity without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic limited partnership merged with or converted into the foreign entity was located.
III. The limited partnership shall make all dissenters (whether or not residents of this state) whose demands remain unsettled parties to the proceeding as in an action against their limited partnership interests, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
IV. The jurisdiction of the court in which the proceeding is commenced under paragraph II is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
V. Each dissenter made a party to the proceeding is entitled to judgment:
(a) For the amount, if any, by which the court finds the fair value of the dissenter's partnership interest plus accrued interest exceeds the amount paid by the limited partnership; or
(b) For the fair value, plus accrued interest, of such dissenter's after-acquired partnership interests for which the limited partnership elected to withhold payment under RSA 304-B:16-k.
VI. The limited partnership is entitled to judgment against each specific dissenter for the amount, if any, by which the court finds the fair value of such dissenter's partnership interest, plus accrued interest, is less than the amount paid by the limited partnership to each dissenter.
Source. 1997, 120:14, eff. Aug. 8, 1997.
Section 304-B:16-n
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-n Court Costs and Counsel Fees. –
I. The court in an appraisal proceeding commenced under RSA 304-B:16-m shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the limited partnership, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under RSA 304-B:16-l.
II. The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:
(a) Against the limited partnership and in favor of any or all dissenters if the court finds the limited partnership did not substantially comply with the requirements of RSA 304-B:16-d through 304-B:16-l.
(b) Against either the limited partnership or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this subdivision.
III. If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated and that the fees for those services should not be assessed against the limited partnership, the court may award to these counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.
Source. 1997, 120:14, eff. Aug. 8, 1997.
Section 304-B:16-o
[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-o Procedures as to Assignees of Financial Rights. –
I. When an assignment of all or a portion of a limited partnership interest is in effect and a copy delivered to the limited partnership prior to the action described in RSA 304-B:16-i, then as to that limited partnership interest the provisions of RSA 304-B:16-c through RSA 304-B:16-n must be followed subject to the requirements of this section.
II. If the limited partner has not ceased to be a partner upon assignment of the limited partner's partnership interest prior to the action described in RSA 304-B:16-i, all rights to be exercised and actions to be taken by a limited partner under RSA 304-B:16-d through RSA 304-B:16-n shall be taken by the limited partner and not by an assignee of the limited partner's partnership interest. As between the limited partnership and the assignees, the actions taken or omitted by the limited partner bind the assignees, and the following requirements shall apply:
(a) Instead of remitting a payment under RSA 304-B:16-i, the limited partnership shall forward to the dissenter limited partner:
(1) The materials described in RSA 304-B:16-i, II;
(2) An offer to pay the amount listed in the materials, with that amount to be allocated among and paid to the limited partner and the assignees of the limited liability company interest according to the terms of the assignments reflected in the required records; and
(3) A statement of that allocation.
(b) If the dissenter limited partner accepts the amount of the offer made under subparagraph (a) but disputes the allocation, the dissenter shall promptly so notify the limited partnership and within 60 days after the notification commence a proceeding and petition the court to determine the proper allocation. The limited partner shall commence the proceeding in superior court of the county in which the principal office of the limited partnership (or if none, its registered office) is located, or in the case of a surviving foreign limited partnership or other entity that is complying with this section following a merger with or conversion of a limited partnership, the limited partner shall commence the proceeding in superior court of the county in this state in which the last registered office of the limited partnership was located. The petition shall name as parties the limited partner, the limited partnership and all assignees of the limited partner's limited partnership interest. Upon being served with the petition, the limited partnership shall promptly pay into the court the amount offered under paragraph II and shall then be dismissed from the proceeding.
(c) If the dissenter considers the amount offered under subparagraph (a) inadequate, the dissenter may decline the offer and demand payment under RSA 304-B:16-l. If the dissenter makes demand for payment, RSA 304-B:16-m and RSA 304-B:16-n apply with the court having jurisdiction also to determine the correctness of the allocation.
(d) If the limited partner fails to take action under either subparagraph (b) or (c), then:
(1) As to the limited partnership, both the member and the assignees of the limited partner's limited partnership interests are limited to the amount and allocation offered under subparagraph (a); and
(2) The limited partnership discharges its obligation of payment by making payment according to the amount and allocation offered under subparagraph (a).
III. If the limited partner has ceased to be a limited partner upon assignment of the limited partner's partnership interest, the assignees of the limited partner's partnership interest shall be entitled to exercise all rights of the limited partner pursuant to RSA 304-B:16-d through RSA 304-B:16-n.
Source. 1997, 120:14, eff. Aug. 8, 1997.
Limited Partners
Section 304-B:17
304-B:17 Admission of Limited Partners. –
I. A person becomes a limited partner:
(a) At the time the limited partnership is formed; or
(b) At any later time specified in the records of the limited partnership for becoming a limited partner.
II. After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner:
(a) In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and
(b) In the case of an assignee of a partnership interest of a partner who has the power, as provided in RSA 304-B:42, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:18
304-B:18 Voting. –
Subject to RSA 304-B:19, the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) upon any matter.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:19
304-B:19 Liability to Third Parties. –
I. Except as provided in paragraph IV, a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business. However, if the limited partner participates in the control of the business, he is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.
II. A limited partner does not participate in the control of the business within the meaning of paragraph I solely by doing one or more of the following:
(a) Being a contractor for or an agent or employee of the limited partnership or of a general partner or being an officer, director, or shareholder of a general partner that is a corporation;
(b) Consulting with and advising a general partner with respect to the business of the limited partnership;
(c) Acting as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership;
(d) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership;
(e) Requesting or attending a meeting of partners;
(f) Proposing, approving, or disapproving, by voting or otherwise, one or more of the following matters:
(1) The dissolution and winding up of the limited partnership;
(2) The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited partnership;
(3) The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business;
(4) A change in the nature of the business;
(5) The admission or removal of a general partner;
(6) The admission or removal of a limited partner;
(7) A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners;
(8) An amendment to the partnership agreement or certificate of limited partnership; or
(9) Matters related to the business of the limited partnership not otherwise enumerated in paragraph II of this section, which the partnership agreement states in writing may be subject to the approval or disapproval of limited partners;
(g) Winding up the limited partnership pursuant to RSA 304-B:46; or
(h) Exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this paragraph.
III. The enumeration in paragraph II does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him in the business of the limited partnership.
IV. A limited partner who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by RSA 304-B:2, II, is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:20
304-B:20 Person Erroneously Believing Himself a Limited Partner. –
I. Except as provided in paragraph II, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, he:
(a) Causes an appropriate certificate of limited partnership or certificate of amendment to be executed and filed; or
(b) Withdraws from future equity participation in the enterprise by executing and filing in the office of the secretary of state a certificate declaring withdrawal under this section.
II. A person who makes a contribution of the kind described in paragraph I is liable as a general partner to any third party who transacts business with the enterprise (a) before the person withdraws and an appropriate certificate is filed to show withdrawal, or (b) before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:21
304-B:21 Information. –
Each limited partner has the right to:
I. Inspect and copy any of the partnership records required to be maintained by RSA 304-B:5; and
II. Obtain from the general partners from time to time upon reasonable demand (a) true and full information regarding the state of the business and financial condition of the limited partnership, (b) promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year, and (c) other information regarding the affairs of the limited partnership as is just and reasonable.
Source. 1987, 349:1, eff. Jan. 1, 1988.
General Partners
Section 304-B:22
304-B:22 Admission of Additional General Partners. –
After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:23
304-B:23 Events of Withdrawal. –
Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
I. The general partner withdraws from the limited partnership as provided in RSA 304-B:32;
II. The general partner ceases to be a member of the limited partnership as provided in RSA 304-B:40;
III. The general partner is removed as a general partner in accordance with the partnership agreement;
IV. Unless otherwise provided in writing in the partnership agreement, the general partner:
(a) Makes an assignment for the benefit of creditors;
(b) Files a voluntary petition in bankruptcy;
(c) Is adjudicated as bankrupt or insolvent;
(d) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or rule;
(e) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or
(f) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties;
V. Unless otherwise provided in writing in the partnership agreement, 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or rule, the proceeding has not been dismissed, or if within 90 days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within 90 days after the expiration of any such stay, the appointment is not vacated;
VI. In the case of a general partner who is a natural person:
(a) His death; or
(b) The entry of an order by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;
VII. In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);
VIII. In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;
IX. In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or
X. In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:24
304-B:24 General Powers and Liabilities. –
I. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions and liabilities of a partner in a partnership without limited partners.
II. Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:25
304-B:25 Contributions by General Partner. –
A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:26
304-B:26 Voting. –
The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Finance
Section 304-B:27
304-B:27 Form of Contribution. –
The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:28
304-B:28 Liability for Contribution. –
I. A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner.
II. Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability, or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept pursuant to RSA 304-B:5, of the stated contribution that has not been made.
III. Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation and before the amendment or cancellation thereof to reflect the compromise may enforce the original obligation.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:29
304-B:29 Sharing of Profits and Losses. –
The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value as stated in the partnership records required to be kept pursuant to RSA 304-B:5, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:30
304-B:30 Sharing of Distributions. –
Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value as stated in the partnership records required to be kept pursuant to RSA 304-B:5, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Distributions and Withdrawal
Section 304-B:31
304-B:31 Interim Distributions. –
Except as provided in this subdivision, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:32
304-B:32 Withdrawal of General Partner. –
A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:33
304-B:33 Withdrawal of Limited Partner. –
A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than 6 months' prior written notice to each general partner at his address on the books of the limited partnership at its office in this state.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:34
304-B:34 Distribution Upon Withdrawal. –
Except as provided in this subdivision, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:35
304-B:35 Distribution in Kind. –
Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:36
304-B:36 Right to Distribution. –
At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:37
304-B:37 Limitations on Distributions. –
A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:38
304-B:38 Liability Upon Return of Contribution. –
I. If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.
II. If a partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of 6 years thereafter for the amount of the contribution wrongfully returned.
III. A partner receives a return of his contribution to the extent that a distribution to him reduces his share of the fair value of the net assets of the limited partnership below the value, as set forth in the partnership records required to be kept pursuant to RSA 304-B:5, of his contribution which has not been distributed to him.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Assignment of Partnership Interests
Section 304-B:39
304-B:39 Nature of Partnership Interest. –
A partnership interest is personal property.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:40
304-B:40 Assignment of Partnership Interest. –
Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:41
304-B:41 Rights of Creditor. –
On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:42
304-B:42 Right of Assignee to Become Limited Partner. –
I. In assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that (a) the assignor gives the assignee that right in accordance with authority described in the partnership agreement, or (b) all other partners consent.
II. An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in RSA 304-B:27-38. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.
III. If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under RSA 304-B:14 and RSA 304-B:28.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:43
304-B:43 Power of Estate of Deceased or Incompetent Partner. –
If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Dissolution
Section 304-B:44
304-B:44 Nonjudicial Dissolution. –
A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:
I. At the time specified in the certificate of limited partnership;
II. Upon the happening of events specified in writing in the partnership agreement;
III. Written consent of all partners;
IV. An event of withdrawal of a general partner, unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within 90 days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired; or
V. Entry of a decree of judicial dissolution under RSA 304-B:45.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:45
304-B:45 Judicial Dissolution. –
On application by or for a partner, the superior court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:46
304-B:46 Winding Up. –
Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the superior court may wind up the limited partnership's affairs upon application of any partner, his legal representative, or assignee.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:47
304-B:47 Distribution of Assets. –
Upon the winding up of a limited partnership, the assets shall be distributed as follows:
I. To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under RSA 304-B:31 or RSA 304-B:34;
II. Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under RSA 304-B:31 or RSA 304-B:34; and
III. Except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Foreign Limited Partnerships
Section 304-B:48
304-B:48 Law Governing. –
Subject to the constitution of this state, (a) the laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, and (b) a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:49
304-B:49 Registration. –
Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state, in duplicate, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth:
I. The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state;
II. The state and date of its formation;
III. The name and address of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint. The registered agent may be:
(a) An individual who resides in this state and whose business office is identical with the registered office; or
(b) 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
(c) A limited liability company formed or authorized under RSA 304-C whose business office is identical with the registered office; or
(d) A limited liability partnership formed or authorized under RSA 304-A:44 whose business office is identical with the registered office.
IV. [Repealed.]
V. The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;
VI. The name and business address of each general partner; and
VII. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is cancelled or withdrawn.
Source. 1987, 349:1. 1988, 62:2. 1992, 255:5. 2004, 248:40, 62, II, eff. July 1, 2004.
Section 304-B:50
304-B:50 Issuance of Registration. –
I. If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall:
(a) Endorse on the application the word "filed", and the month, day and year of the filing thereof;
(b) File in his office a duplicate original of the application; and
(c) Issue a certificate of registration to transact business in this state.
II. The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his representative.
III. The secretary of state shall not accept an application for registration unless accompanied by the certification required by RSA 421-B:13, I-a(b).
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:51
304-B:51 Name. –
The name of the foreign limited partnership shall satisfy the requirements of RSA 304-B:2.
Source. 1987, 349:1. 1996, 239:3. 1997, 61:6. 2004, 248:41, eff. July 1, 2004.
Section 304-B:52
304-B:52 Changes and Amendments. –
If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the secretary of state a certificate, signed and sworn to by a general partner, correcting such statement.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:53
304-B:53 Cancellation of Registration. –
A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the registered agent to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this state.
Source. 1987, 349:1. 2004, 248:42, eff. July 1, 2004.
Section 304-B:54
304-B:54 Transaction of Business Without Registration. –
I. A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.
II. The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.
III. A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.
IV. A foreign limited partnership transacting business in this state without registration may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign limited partnership at its principal office. Service is perfected under section at the earliest of:
(a) The date the foreign limited partnership receives the mail;
(b) The date shown on the return receipt, if signed on behalf of the foreign limited partnership; or
(c) Five days after its deposit in the United States Mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
V. This section does not prescribe the only means, or necessarily the required means, of serving a foreign limited partnership.
Source. 1987, 349:1. 2004, 248:43, eff. July 1, 2004.
Section 304-B:55
304-B:55 Action by Attorney General. –
The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this subdivision.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Derivative Actions
Section 304-B:56
304-B:56 Right of Action. –
A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:57
304-B:57 Proper Plaintiff. –
In a derivative action, the plaintiff must be a partner at the time of bringing the action and (a) must have been a partner at the time of the transaction of which he complains or (b) his status as a partner must have devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:58
304-B:58 Pleading. –
In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:59
304-B:59 Expenses. –
If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Miscellaneous
Section 304-B:60
304-B:60 Construction and Application. –
This chapter shall be so applied and construed to effectuate its general purpose to make the law uniform with respect to the subject of this chapter among states enacting it.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:61
304-B:61 Short Title. –
This chapter may be cited as the Uniform Limited Partnership Act.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:62
304-B:62 Severability. –
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity shall not affect other provisions or applications of the chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:63
304-B:63 Rules for Cases Not Provided for in This Chapter. –
In any case not provided for in this chapter the provisions of the Uniform Partnership Act, RSA 304-A, shall govern.
Source. 1987, 349:1, eff. Jan. 1, 1988.
Section 304-B:64
304-B:64 Fees. –
[This section was enacted by the New Hampshire General Court and is not a part of the national Revised Uniform Limited Partnership Act.]
The secretary of state shall charge the following fees for filing under this chapter:
I. For a certificate of limited partnership or registration as a foreign limited partnership, $100.
II. For a certificate of amendment or correction, or a certificate of cancellation, $35.
III. For a reservation or transfer of reservation of name, $15.
IV. For a certificate of merger, $35.
Source. 1987, 349:1. 1990, 3:23. 1993, 350:29. 1997, 120:15. 2004, 248:44, eff. July 1, 2004. 2015, 273:24, eff. Jan. 1, 2016.