Title XXVIII, Partnerships

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-…

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…

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…

A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership…

"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.

Application for registration to do business in this state by a foreign professional limited liability company shall be to the secretary of state. The application for the purpose of rendering professional services shall include a statement that all the members and managers and tho…

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…

The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: I. Each partner shall be repaid such partner's contributions, whether by way of capital or advances, to the partnership propert…

"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. The registration of a foreign professional limited liability company may be revoked by the secretary of state if the foreign professional limited liability company fails to comply with any provision of this chapter applicable to it. II. Each licensing authority in this state s…

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. 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…

The lack of authority of a member or manager to sue on behalf of the limited liability company may not be asserted as a defense to an action by the limited liability company or by the limited liability company as a basis for bringing a subsequent suit on the same cause of action.

I. A limited liability company formed under this act shall be a legal entity separate and distinct from its members. II. The existence of a limited liability company as a separate legal entity shall continue until cancellation of the limited liability company's certificate of for…

The annual report of each domestic professional limited liability company and each foreign professional limited liability company registered to do business in this state filed with the secretary of state under the law in this state applicable to limited liability companies shall …

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…

The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.