Title XXVIII, Partnerships

The partnership is bound to make good the loss: I. Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and II. Where the partnership in the course of its business receives money or property of a third…

I. Except as provided in paragraph II, all partners are liable: (a) Jointly and severally for everything chargeable to the partnership under RSA 304-A:13 and RSA 304-A:14. (b) Jointly for all other debts and obligations of the partnership; but any partner may enter into a separat…

I. When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representation…

A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership…

The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: I. Each partner shall be repaid such partner's contributions, whether by way of capital or advances, to the partnership propert…

The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.

In this chapter: I. "Court" includes every court and judge having jurisdiction in the case. II. "Business" includes every trade, occupation, or profession. III. "Person" includes individuals, partnerships, corporations and other associations. IV. "Bankruptcy" includes bankrupt un…

Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability.

I. Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him o…

Any partner shall have the right to a formal account as to partnership affairs: I. If he is wrongfully excluded from the partnership business or possession of its property by his co-partners. II. If the right exists under the terms of any agreement. III. As provided by RSA 304-A:…

I. When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consisten…

The property rights of a partner are: his rights in specific partnership property; his interest in the partnership; and his right to participate in the management.

I. A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership. II. The incidents of this tenancy are such that: (a) A partner, subject to the provisions of this chapter and to any agreement between the partners, has an equal right …

A partner's interest in the partnership is his share of the profits and surplus, and the same is personal property.

I. Conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administra…

I. On due application to a superior court by any judgment creditor of a partner, the court may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon; and may then or later appoint a receiver of his share of th…

The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.

I. A person has "knowledge" of a fact within the meaning of this chapter not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith. II. A person has "notice" of a fact within the meaning of this chapt…

On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.

Dissolution is caused: I. Without violation of the agreement between the partners: (a) By the termination of the definite term or particular undertaking specified in the agreement. (b) By the express will of any partner when no definite term or particular undertaking is specified…

I. On application by or for a partner the court shall decree a dissolution whenever: (a) A partner has been declared mentally incompetent in any judicial proceeding or is shown to be of unsound mind. (b) A partner becomes in any other way incapable of performing his part of the p…

Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership, I. With respect to the partners, (a) When the dissolution is not by the act, b…

Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to the co-partners for such partner's share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless: I. The dissolut…

I. After dissolution a partner can bind the partnership except as provided in paragraph III: (a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution; (b) By any transaction which would bind the partnership if dissolution …

I. The dissolution of the partnership does not of itself discharge the existing liability of any partner. II. A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor and the p…

Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs; provided, however, that any partner, his legal representative or his …

I. When dissolution is caused in any way, except in contravention of the partnership agreement, each partner as against his co-partners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership proper…

Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled: (a) To a lien on, or right of retention of, the surplus of the partnership li…

I. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. II. The law of estoppel shall apply under this chapter. III. The law of agency shall apply under this chapter. IV. This chapter shall be so interprete…

In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: I. The assets of the partnership are: (a) The partnership property, (b) The contributions of the partners specified in paragraph IV of thi…

I. When any new partner is admitted into an existing partnership, or when any partner retires and assigns (or the representative of the deceased partner assigns) his rights in partnership property to 2 or more of the partners, or to one or more of the partners and one or more thi…

When any partner retires or dies, and the business is continued under any of the conditions set forth in RSA 304-A:41, I, II, III, V, or in RSA 304-A:38, II(b) without any settlement of accounts as between him or his estate and the person or partnership continuing the business, u…

The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business at the date of dissolution, in the absence of any agreement to the c…

I. To become a registered limited liability partnership, a partnership shall file with the secretary of state a registration stating: (a) The name of the partnership. (b) The address of its principal office. (c) The address of its registered office and the name and address of its…

The name of a registered limited liability partnership: I. Shall contain the words "limited liability partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of its name. II. Except as authorized by paragraphs III and IV, a registered limited liability par…

I. The exclusive right to the use of a name may be reserved by: (a) Any person intending to register as a registered limited liability partnership under this chapter and to adopt that name; (b) Any foreign registered limited liability partnership intending to register in New Hamp…

I. Each domestic registered limited liability partnership, and each foreign registered limited liability partnership registered under this chapter shall pay an annual fee. II. The first annual fee shall be paid to the secretary of state between January 1 and April 1 of the year f…

When a registered limited liability partnership wishes to change its name or a foreign registered limited liability partnership changes its name, it shall file with the secretary of state a notice of change of name. A registered limited liability partnership or foreign registered…

I. Each registered limited liability partnership and foreign registered limited liability partnership shall have and maintain in New Hampshire: (a) A registered office that may be the same as any of its places of business; and (b) A registered agent, which agent may be: (1) An in…

In any case not provided for in this chapter, the rules of law and equity, including the law merchant, shall govern.

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.

I. A partnership, including a registered limited liability partnership, formed pursuant to an agreement governed by this chapter, may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state, territory, district, or poss…

I. Except as specifically provided in other sections of this chapter, the documents shall be executed by one or more partners authorized to execute the documents. If the partner executing the document is other than a natural person, the document shall be executed on the partner's…

I. The secretary of state shall collect all fees required under this chapter and shall pay them to the state treasurer to be deposited in the general fund as unrestricted revenue, except as provided in paragraph II. II. The state treasurer shall pay the expenses of administering …

The secretary of state may adopt rules, under RSA 541-A, necessary to implement the provisions of this chapter.