Title XXVIII, Partnerships

I. An operating agreement may provide for the management of a limited liability company in whole or in part by a manager or managers. II. Unless the operating agreement provides otherwise, a limited liability company shall be managed by its members.

I. Persons may be appointed as managers of a limited liability company as provided in the operating agreement. II. Unless the operating agreement provides otherwise, the managers of a limited liability company shall be appointed by majority vote of the members.

I. The operating agreement may set forth the offices to be held by a manager and the manager's responsibilities. II. Unless the operating agreement provides otherwise, the manager or managers shall have general responsibility for managing the limited liability company.

I. This act shall govern domestic limited liability companies formed on and after January 1, 2013 and all foreign limited liability companies as of the effective date of this act. II. Domestic limited liability companies formed on or before December 31, 2012 shall be governed by …

I. An operating agreement may provide for the termination of a manager's status as manager. II. Unless the operating agreement provides otherwise, a manager's status as manager may be terminated by majority vote of the members at any time for any reason or for no reason.

Unless the operating agreement provides otherwise, a person who is both a manager and a member: I. Has the rights and powers and is subject to the duties of a manager; and II. Has the rights and powers and is subject to the duties of a member.

I. Except as provided in paragraph III, every member is an agent of the limited liability company for the purpose of its business and internal affairs. II. The act of any member who is an agent of a limited liability company under paragraph I, including the signing of any legal d…

I. In connection with the formation of a limited liability company, a person otherwise qualified to be a member shall be deemed to be a member: (a) On the date provided in the operating agreement; or (b) If the operating agreement does not so provide, on the date of formation of …

I. An operating agreement may provide for classes or groups of members having such relative rights, powers, and duties as the operating agreement may provide. II. An operating agreement may make provision for the future creation, in the manner provided in the operating agreement,…

I. For any purpose reasonably related to the member's membership, each member of a limited liability company shall have the right, subject to paragraph II, to obtain from the limited liability company from time to time upon reasonable demand: (a) Accurate and full information reg…

I. Unless the operating agreement provides otherwise: (a) Any action to enforce any right arising under this section shall be brought in the superior court. (b) If (1) the limited liability company refuses a demand by a member to obtain information under RSA 304-C:55, I or by a m…

An operating agreement may provide that the limited liability company may issue certificates evidencing: I. Membership rights, including limited liability company interests; and II. Other rights relating to a limited liability company, including a limited liability company intere…

Unless the operating agreement provides otherwise, a member of a limited liability company shall have the rights and duties of members as provided in this act.

Any dispute as to whether a person was or is or will be entitled to become a member of a limited liability company and as to when the person was admitted or will be entitled to be admitted as a member shall be resolved in a proceeding in the superior court.

"Act" means the New Hampshire revised limited liability company act.

I. Unless the operating agreement provides otherwise, meetings of members may be held by means of telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting under this paragraph shall cons…

An operating agreement that grants the members a right to vote may set forth provisions relating to (i) notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any members, (ii) waiver of any such notice, (iii) action by vote without a meetin…

I. Unless the operating agreement provides otherwise, and subject to paragraph II, there shall be, within 30 days after a written demand by any member, a meeting of the members to consider the business and internal affairs of the limited liability company and to take any action p…

Unless the operating agreement provides otherwise: I. A special meeting of the members may be convened by a manager or by 2 or more members for any purpose or purposes that are set forth in a written notice of the meeting. II. The person or persons calling the meeting shall provi…

I. For purposes of this subdivision, the term "vote" shall mean any expression of approval, consent, or dissent, whether by voice, by show of hand, in writing, or otherwise. II. Unless an operating agreement provides otherwise, amajority vote of the membersmeans an affirmative vo…

I. Voting by members may be on a per capita, number, profits, financial interest, class, group, or any other basis. II. Unless the operating agreement provides otherwise, the number of votes that each member shall be entitled to cast on each matter on which the members may vote s…

I. Unless the operating agreement provides otherwise, the members of member-managed multi-member limited liability companies may decide by vote all matters related to the limited liability company. II. Unless the operating agreement provides otherwise, the following types of matt…

I. Unless paragraph II, RSA 304-C:68, RSA 304-C:69, RSA 304-C:87, V, or RSA 304-C:120, or the operating agreement provide otherwise, all matters that this act reserves for decision by the members shall be decided by majority vote of the members. II. Unless the operating agreement…

Unless the operating agreement provides otherwise, matters reserved for decision by vote of members other than a specified member or members shall be decided by unanimous vote of the other members in accordance with RSA 304-C:100, II, RSA 304-C:100, III, RSA 304-C:121, RSA 304-C:…

Unless the operating agreement provides otherwise, matters reserved for decision by vote of the disinterested members shall be decided by majority vote of the disinterested members in accordance with RSA 304-C:117, II.

"Certificate of formation" means the certificate referred to in RSA 304-C:31 as filed with the secretary of state and as amended or restated.

An operating agreement may provide for the taking of an action, including the amendment of the operating agreement, without the vote or approval of any member or class or group of members, including an action to create a class or group of limited liability company interests under…

An operating agreement may grant to all or certain identified members or a specified class or group of the members the right to vote separately or with all or any class or group of the members or managers, on any matter.

A person shall be named or designated as a manager of the limited liability company as provided in RSA 304-C:48.

A manager of a limited liability company who is a member may make contributions to the limited liability company as a member and may share as a member in the profits and losses of the limited liability company and in distributions from it.

Unless the operating agreement provides otherwise, the managers shall have general responsibility for the management of the limited liability company.

Unless the operating agreement provides otherwise, the duration of a manager's term shall be indefinite and shall terminate only upon the manager's death, resignation, or removal.

I. An operating agreement may provide for classes or groups of managers having such relative rights, powers, and duties as the operating agreement may provide. II. An operating agreement may make provision for the future creation, in the manner provided in the operating agreement…

An operating agreement may provide for the taking of an action, including the amendment of the operating agreement, without the vote or approval of any manager or class or group of managers, including an action to create under the provisions of the operating agreement a class or …

Unless the operating agreement provides otherwise, each manager shall have one vote on each matter that the managers may decide by vote.

Unless the operating agreement provides otherwise, each matter that the managers may decide by vote shall be decided by vote of a majority of the managers by number.

"Contribution" means any tangible or intangible property or benefit to the limited liability company, including cash, promissory notes, services performed, or to be performed, that a person contributes to a limited liability company in exchange for the member's membership rights …

An operating agreement may grant to all or certain identified managers or a specified class or group of the managers the right to vote, separately or with all or any class or group of managers or members, on any matter.

An operating agreement that grants to managers a right to vote may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any manager or class or group of managers, waiver of any such notice, action by vote w…

I. Unless the operating agreement provides otherwise, meetings of managers may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting under this paragrap…

Unless the operating agreement provides otherwise: I. The managers may delegate their rights, powers, and authority to third parties; and II. The managers may designate these third parties as officers of the limited liability company and may endow them with such duties and author…

Unless the operating agreement provides otherwise, a manager may resign without liability upon 15 days' written notice to the limited liability company and the members.

The contribution of a member to a limited liability company 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. Upon the admission of any member whose contribution is or will be in any form other than money, or who is admitted to membership without contribution, or when a member makes an additional contribution in any form other than money, the persons having management of the limited l…

I. Unless the operating agreement provides otherwise, a promise by a member to contribute to the limited liability company shall not be enforceable unless set forth in a writing signed by the member. II. Unless the operating agreement provides otherwise, a member shall be obligat…