Title XXVIII, Partnerships

A statutory conversion is a procedure: I. Which involves only a single business entity; and II. Under which the converting business entity, as defined in RSA 304-C:148, II: (a) Converts its business organization form to a different business organization form; but (b) Remains the …

I. Another business entitymeans an entity whose business organization form is not the limited liability company business organization form. II. Aconverting business entitymeans an other business entity that intends to make or that makes a statutory conversion of its business orga…

I. Any other business entity may make a statutory conversion of its business organization form to the limited liability company business organization form under this act by complying with the requirements of this section and with applicable law governing the other business entity…

"Membership rights" means the totality of the member's rights as a member under this act, including both economic rights, such as the member's limited liability company interest, and non-economic rights, such as the member's voting rights, if any.

I. An entity whose business organization form is that of a limited liability company under this act may make a statutory conversion of its business organization form to another business organization form authorized by applicable statute upon (1) the authorization of the statutory…

Notwithstanding any other provision of this act, individuals who are members of single-member limited liability companies shall, unless the operating agreement provides otherwise, be dissociated only upon their withdrawal or death.

Unless the operating agreement provides otherwise, upon the withdrawal of a member of a single-member limited liability company, the limited liability company shall be deemed to be dissolved and shall be wound up and liquidated by the member or by any other person that the member…

Unless the operating agreement provides otherwise, a person who succeeds to the limited liability company interest of a deceased member of a single-member limited liability company is admitted as the member of the limited liability company.

The provisions in other parts of this act that specifically apply to single-member LLCs are the following: I. RSA 304-C:43; II. RSA 304-C:100, VI; III. RSA 304-C:126, VI; IV. RSA 304-C:126, VII; and V. RSA 304-C:131.

I. Unless the operating agreement provides otherwise and subject to any law applicable to other business entities or foreign limited liability companies that are parties to the merger, one or more domestic limited liability companies may merge with or into one or more foreign lim…

I. Unless the operating agreement provides otherwise, a limited liability company that is a party to a proposed merger shall approve the merger agreement by majority vote of the members, or if there is more than one class or group of members, then by majority vote of the members …

I. Each constituent entity shall enter into a written agreement of merger, which shall be approved in accordance with RSA 304-C:156. II. The agreement of merger shall set forth: (a) The name of each constituent entity and the name of the surviving entity into which each other con…

I. The surviving entity shall deliver to the secretary of state a certificate of merger signed by each constituent entity setting forth: (a) The name and jurisdiction of formation or organization of each constituent entity; (b) That an agreement of merger has been approved and si…

A merger under this act has the following effects: I. Each constituent entity shall be merged into a single entity, which shall be the entity designated in the plan of merger as the surviving entity; II. Each constituent entity, except the surviving entity, shall cease to exist; …

"Operating agreement" means any agreement, including any amendments or restatements, whether referred to as a limited liability company agreement, operating agreement, or otherwise, of the member or members as to the internal affairs of a limited liability company or the conduct …

In this subdivision: I. "Dissenter" means a member who is entitled to dissent from limited liability company action under RSA 304-C:161 and who exercises that right when and in the manner required under this subdivision. II. "Fair value" means the value of the dissenter's limited…

I. Unless the operating agreement provides otherwise, a member of a limited liability company is entitled to dissent from, and obtain payment of the fair value of the member's limited liability company interest, upon any of the following actions: (a) Consummation of a plan of mer…

I. If the proposed action of the limited liability company creating dissenters' rights under RSA 304-C:161 is submitted to a vote at a meeting of the members, the meeting notice must state that members are or may be entitled to assert dissenters' rights under this subdivision and…

I. If a proposed action of a limited liability company creating dissenters' rights under RSA 304-C:161 is submitted to a vote at a meeting of the members, a member who wishes to assert dissenters' rights shall: (a) Deliver to the limited liability company before the vote is taken…

I. If a proposed action of a limited liability company creating dissenters' rights under RSA 304-C:161 is authorized at a meeting of the members, the limited liability company shall deliver a written dissenters' notice to all members who have satisfied the requirements of RSA 304…

I. A member sent a dissenters' notice described in RSA 304-C:164 must demand payment and certify whether the member acquired the limited liability company interest before the date required to be set forth in the dissenters' notice under RSA 304-C:164. II. A member who demands pay…

I. Except as provided in RSA 304-C:168, as soon as the proposed limited liability company action is effectuated, or upon receipt of a payment demand, whichever is later, the limited liability company shall pay each dissenter who complied with RSA 304-C:165 the amount the limited …

If the limited liability company 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-C:162 and repeat the payment demand procedure if it effe…

A limited liability company may elect to withhold payment required by RSA 304-C:166 from a dissenter unless the dissenter was a member before the date set forth in the dissenters' notice as of the date of the first announcement to news media or to members of the principal terms o…

I. A dissenter may notify the limited liability company in writing of the dissenter's own estimate of the fair value of such dissenter's limited liability company interest and amount of interest due, and demand payment of the dissenter's estimate, less any payment under RSA 304-C…

"Person" means a natural person, partnership, limited liability company, foreign limited liability company, trust, business trust, estate, association, joint venture, corporation, custodian, nominee, or any other individual or entity in its own or any representative capacity.

I. If a demand for payment under RSA 304-C:169 remains unsettled, the limited liability company shall commence a proceeding within 60 days after receiving the payment demand and petition the superior court to determine the fair value of the limited liability company interest and …

I. The court in an appraisal proceeding commenced under RSA 304-C:170 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 liability company, exce…

I. If the member has ceased to be a member upon transfer of his or her limited liability company interest, the transferees of the member's limited liability company interest shall be entitled to exercise all rights of the member under RSA 304-C:161 through RSA 304-C:171. II. When…

I. Internal Affairs. The laws of the state, territory, possession, or other jurisdiction or country under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability of its members and managers. II. A foreign limited…

I. The following activities of a foreign limited liability company, among others, do not constitute doing business within the meaning of RSA 304-C:175: (a) Maintaining, defending, or settling any proceeding; (b) Holding meetings of its members or managers or carrying on any other…

Before doing business in New Hampshire, a foreign limited liability company shall register with the secretary of state. In order to register, a foreign limited liability company shall pay the fee required by RSA 304-C:191, II(h) and shall file an application for registration as a…

I. If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid: (a) The secretary shall certify that the application has been filed by endorsing upon the original application the word "filed," and the date of the fili…

I. A foreign limited liability company may register with the secretary of state under its name, provided however: (a) The name must be one that could be registered by a domestic limited liability company; (b) The name under which a foreign limited liability company is registering…

I. A foreign limited liability company registered to transact business in New Hampshire shall amend its application for registration if it changes: (a) Its name; or (b) Its state or country of formation. II. The filing provisions of RSA 304-C:28 shall apply to the amendment of a …

I. A foreign limited liability company registered to do business in this state may cancel its registration upon procuring from the secretary of state a certificate of cancellation. In order to procure such certificate, the foreign limited liability company shall deliver to the se…

"State" means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession, or other jurisdiction of the United States except the state of New Hampshire.

I. A foreign limited liability company doing business in New Hampshire may not maintain any action, suit or proceeding in New Hampshire until it has registered in New Hampshire and has paid all fees for the period during which it did business in New Hampshire while unregistered. …

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

I. Any foreign limited liability company not registered under RSA 304-C:175, doing business in New Hampshire shall be deemed to have appointed and constituted the secretary of state of New Hampshire its agent for the acceptance of legal process in any action, suit, or proceeding,…

The secretary of state may commence a proceeding under RSA 304-C:184 to revoke the registration of a foreign limited liability company authorized to transact business in this state if: I. The foreign limited liability company does not deliver its annual report to the secretary of…

I. If the secretary of state determines that one or more grounds exist under RSA 304-C:183 for revocation of a registration, the secretary shall send written notice of the secretary's determination under RSA 304-C:183 to the foreign limited liability company. II. If the foreign l…

I. A foreign limited liability company may appeal the secretary of state's revocation of its registration to the superior court within 30 days after service of the notice of revocation is perfected. II. The foreign limited liability company appeals by petitioning the court to set…

Unless the operating agreement provides otherwise, disputes between the members and disputes between the members and the managers relating to the limited liability company shall be resolved by litigation in the courts of the state of New Hampshire.

An action may be brought by or against a limited liability company in its own name.

I. A member or members may bring an action in the superior court in the right of a limited liability company to recover a judgment in its favor if managers or members with authority to do so have refused to bring the action or if an effort to cause those managers or members to br…