Title XXVIII, Partnerships

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…

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 o…

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.

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 unles…

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 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 t…

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 par…

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…

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 su…

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 …

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 RS…

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 li…

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 partnershi…

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 effectuat…

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 prin…

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 r…

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…

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 th…

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-…

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 p…

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.

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. H…

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 part…

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 re…

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 …

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 ge…

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…

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 ch…

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…

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.

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.

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 enforceab…

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…

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 …

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…

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 event…

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 partn…

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 …

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 aft…

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 agreem…

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.

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 …

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 …

A partnership interest is personal property.

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 wit…

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 entit…