Title XXVIII, Partnerships

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.

In this chapter: I. "Court" includes every court and judge having jurisdiction in the case. II. "Business" includes every trade, occupation, or profession. III. "Person" includes individuals, partnerships, corporations and other associations. IV. "Bankruptcy" includes bankrupt un…

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 RSA 304-D:2, II, professional limited liability companies may be organized under this chapter only for the purpose of rendering professional services, including necessary related services, within a single profession. II. A professional limited liability c…

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.

Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability.

The provisions of RSA 304-C shall apply to professional limited liability companies, domestic and foreign, except to the extent that any such provision is inconsistent with any provision of this chapter.

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…

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. Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him o…

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 …

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…

Any partner shall have the right to a formal account as to partnership affairs: I. If he is wrongfully excluded from the partnership business or possession of its property by his co-partners. II. If the right exists under the terms of any agreement. III. As provided by RSA 304-A:…

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…

(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 …

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 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. When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consisten…

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…

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 property rights of a partner are: his rights in specific partnership property; his interest in the partnership; and his right to participate in the management.

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…

I. A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership. II. The incidents of this tenancy are such that: (a) A partner, subject to the provisions of this chapter and to any agreement between the partners, has an equal right …

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 partner's interest in the partnership is his share of the profits and surplus, and the same is personal property.

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.

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…

I. Conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administra…