Title XXVIII, Partnerships

The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this act.

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

I. Each domestic limited liability company and each foreign limited liability company registered to do business in this state, except limited liability companies making returns to the insurance commissioner, shall deliver to the secretary of state for filing an annual report that…

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

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

The secretary shall, with reasonable promptness, adopt and implement comprehensive regulations permitting online filing of certificates of formation and other documents required to be filed under the act.

If any provision of this act or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of the act which can be given effect without the invalid provision or application, and to this end, the provisions of th…

Unless the context otherwise requires, as used herein, the singular shall include the plural and the plural may refer to only the singular.

It is the policy of this act to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.

A limited liability company must have at least one member but may have any greater number of members.

The use of any gender shall be applicable to all genders.

The captions contained in this act are for purposes of convenience only and shall not control or affect the construction of the act.

The provisions of RSA 382-A:9-406 and RSA 382-A:9-408 shall not apply to any interest in a limited liability company, including all rights, powers, and interests arising under a operating agreement or under this act. The provisions of this section shall prevail over the provision…

Action validly taken under one provision of this act shall not be deemed invalid solely because it is identical or similar in substance to an action that could have been taken pursuant to some other provision of this act but fails to satisfy one or more requirements prescribed by…

All provisions of this act may be altered from time to time or repealed, and all rights of members and managers are subject to this reservation.

I. A foreign limited liability company may become a domestic limited liability company only if the domestication is permitted by the organic law of the foreign limited liability company. The laws of New Hampshire shall govern the effect of domesticating in New Hampshire pursuant …

I. In the case of a domestication of a domestic limited liability company in a foreign jurisdiction: (a) If the approval of the members is to be given at a meeting, the limited liability company must notify each member, whether or not entitled to vote, of the meeting of members a…

I. After the domestication of a foreign limited liability company has been authorized as required by the laws of the foreign jurisdiction, articles of domestication shall be signed by any member or other duly authorized representative of the limited liability company. The article…

I. Whenever a domestic limited liability company has adopted and approved, in the manner required by this subdivision, a plan of domestication providing for the limited liability company to be domesticated in a foreign jurisdiction, articles of charter surrender shall be signed o…

I. When a domestication of a foreign limited liability company in New Hampshire becomes effective: (a) The title to all real and personal property, both tangible and intangible, of the limited liability company remains in the limited liability company without reversion or impairm…

I. A limited liability company may be organized under this act for any lawful purpose except carrying on the business of banking, the construction and maintenance of railroads, the business of making contracts for the payment of money at a fixed date or upon the happening of some…

I. Unless otherwise provided in a plan of domestication of a domestic limited liability company, after the plan has been adopted and approved as required by this subdivision, and at any time before the domestication has become effective, it may be abandoned by the members. II. If…

I. Unless the operating agreement provides otherwise, every limited liability company shall have the power to do all things necessary or convenient to carry out its activities, business, and internal affairs, including the capacity to sue and be sued in its own name. II. Except a…

(a) A limited liability company shall have trust powers to the extent that it: (1) Does not transact business with the general public; or (2) Is a bank as defined in RSA 383-A:2-201(a)(3) and is authorized to engage in trust business in this state under RSA 383-A, RSA 383-B, RSA …

I. Except as provided in RSA 304-C:144, IV(b) and paragraph II: (a) The debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the limited liability company; a…

I. Membership rights, including limited liability company interests, are intangible personal property. II. Unless the operating agreement provides otherwise, membership rights, excluding limited liability company interests, shall be nontransferable except as provided in RSA 304-C…

The laws of the state of New Hampshire govern: I. The internal affairs of a limited liability company; and II. The liability of a member as member and of a manager as manager for the debts, obligations, or other liabilities of a limited liability company.

A member has no interest in limited liability company property.

I. The exclusive right to the use of a name by a domestic or foreign limited liability company may be reserved by: (a) Any person intending to organize a limited liability company under this act and to adopt that name; (b) Any domestic limited liability company or any foreign lim…

In addition to any other provisions in this act that govern documents filed with the secretary of state, the following rules shall apply to these documents: I. A document that satisfies the requirements of this section and of any other statute that adds to or varies these require…

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. Except as provided in paragraph II, a document accepted for filing by the secretary of state is effective: (a) On the date and at the time 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 docum…

The effective date of this act shall be January 1, 2013.

I. Unless the secretary of state finds that a document does not conform to law, upon receipt of all required filing fees: (a) The secretary shall certify that the certificate of formation, amendment, or cancellation, any judicial decree of amendment or cancellation, the certifica…

I. In order to form a domestic limited liability company, one or more authorized persons shall deliver a certificate of formation to the secretary of state for filing. II. (a) The certificate of formation shall set forth the name of the limited liability company. (b) The certific…

I. The name of each limited liability company as set forth in its certificate of formation: (a) Shall contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC" or any other similar abbreviation; and (b) May contain the name of a member or manager. II. A …

The fact that a certificate of formation is on file with the secretary of state is notice that the entity formed in connection with the filing of the certificate of formation is a limited liability company legally formed under the laws of New Hampshire and is notice of all other …

I. A certificate of formation is amended by filing a certificate of amendment with the secretary of state. The certificate of amendment shall set forth: (a) The name of the limited liability company; and (b) The amendment to the certificate of formation. II. A certificate of form…

I. A certificate of formation may be restated at any time by filing a restated certificate of formation with the secretary of state. The restated certificate of formation may contain one or more amendments of the certificate of formation as permitted in a certificate of amendment…

I. Each limited liability company 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 residentia…

I. A limited liability company's registered agent is the limited liability company's agent for service of process, notice, or demand required or permitted by law to be served on the limited liability company. II. If a limited liability company has no registered agent or if the ag…

I. A manager or a liquidating trustee of a limited liability company may be served with process in the manner prescribed in RSA 304-C:37 in all civil actions or proceedings brought in New Hampshire involving or relating to (i) the business of the limited liability company; (ii) a…

I. If a person required to sign a certificate required by this act 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 signing of the certificate. II. If the superior court finds that the si…

Except as provided in RSA 304-C:5, II this act entirely replaces the New Hampshire limited liability company act as in effect before January 1, 2013.

Unless a written operating agreement provides otherwise, an operating agreement, including amendments to the operating agreement, may be written, oral, or implied by course of dealing or otherwise.

I. A person that becomes a member or manager of a limited liability company is deemed to assent to the operating agreement. II. Subject to RSA 304-C:125, a transferee of a limited liability company interest is bound by the operating agreement whether or not the transferee signs t…