Title XXVIII, Partnerships

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 dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.

The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated…

I. A person has "knowledge" of a fact within the meaning of this chapter not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith. II. A person has "notice" of a fact within the meaning of this chapt…

A professional limited liability company shall not engage in any profession or business other than the profession or professions and businesses permitted by its certificate of formation, except that a professional limited liability company may invest its funds in real estate, mor…

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

I. The exclusive right to the use of a name may be reserved by: (a) Any person intending to organize a limited partnership under this chapter and to adopt that name; (b) Any domestic limited partnership or any foreign limited partnership registered in this state which, in either …

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…

Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be…

On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.

Except as provided in this subdivision, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the event…

Dissolution is caused: I. Without violation of the agreement between the partners: (a) By the termination of the definite term or particular undertaking specified in the agreement. (b) By the express will of any partner when no definite term or particular undertaking is specified…

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…

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partn…

I. On application by or for a partner the court shall decree a dissolution whenever: (a) A partner has been declared mentally incompetent in any judicial proceeding or is shown to be of unsound mind. (b) A partner becomes in any other way incapable of performing his part of the p…

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 …

A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw …

Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership, I. With respect to the partners, (a) When the dissolution is not by the act, b…

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…

Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to the co-partners for such partner's share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless: I. The dissolut…

Except as provided in this subdivision, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, within a reasonable time aft…

I. After dissolution a partner can bind the partnership except as provided in paragraph III: (a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution; (b) By any transaction which would bind the partnership if dissolution …

Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreem…

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…

At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.

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. The dissolution of the partnership does not of itself discharge the existing liability of any partner. II. A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor and the p…

A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the …

Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs; provided, however, that any partner, his legal representative or his …

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. When dissolution is caused in any way, except in contravention of the partnership agreement, each partner as against his co-partners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership proper…

I. If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent …

A partnership interest is personal property.

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…

Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled: (a) To a lien on, or right of retention of, the surplus of the partnership li…

A professional limited liability company shall have the powers enumerated in the laws of this state applicable to limited liability companies, except that a professional limited liability company may be a promoter, general partner, member, employee or manager only of a partnershi…

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.

I. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. II. The law of estoppel shall apply under this chapter. III. The law of agency shall apply under this chapter. IV. This chapter shall be so interprete…

Each limited partnership shall continuously maintain in this state: I. A registered office that may be the same as any of its places of business; and II. A registered agent, which agent may be: (a) An individual who resides in this state and whose business office is identical wit…

In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: I. The assets of the partnership are: (a) The partnership property, (b) The contributions of the partners specified in paragraph IV of thi…

Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entit…

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. When any new partner is admitted into an existing partnership, or when any partner retires and assigns (or the representative of the deceased partner assigns) his rights in partnership property to 2 or more of the partners, or to one or more of the partners and one or more thi…