Title XXVIII, Partnerships

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.

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 upo…

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 p…

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…

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 part…

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 …

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…

The name of the foreign limited partnership shall satisfy the requirements of RSA 304-B:2.

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…

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 fore…

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 va…

The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this subdivision.

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…

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…

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.

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 shal…

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 limite…

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.

This chapter may be cited as the Uniform Limited Partnership Act.

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 provision…

In any case not provided for in this chapter the provisions of the Uniform Partnership Act, RSA 304-A, shall govern.

[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 registrati…

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.

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 …

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 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 …

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 b…