Title XXVIII, Partnerships

I. A limited partnership or a limited liability company may be converted to a partnership pursuant to this section and the laws applicable to such entities. II. After the conversion is approved by the partners of a limited partnership in accordance with applicable law, the limite…

I. A partnership, limited partnership, or limited liability company that has been converted pursuant to RSA 304-A:56 or 304-A:57 is for all purposes the same entity that existed before the conversion. II. When a conversion takes effect: (a) All property owned by the converting pa…

In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.

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.

If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shal…

I. Pursuant to a plan of merger approved as provided in paragraph III, a partnership may be merged with one or more partnerships, or with one or more limited partnerships or limited liability companies to the extent permitted by the laws applicable to such entities. II. The plan …

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.

I. A partnership is an association of 2 or more persons to carry on as co-owners a business for profit and includes, for all purposes of the laws of this state, a registered limited liability partnership. II. But any association formed under any other statute of this state, or an…

The name of a domestic professional limited liability company or of a foreign professional limited liability company authorized to transact business in this state: I. Shall end with one of the following words or abbreviations: "professional limited liability company" or "P.L.L.C.…

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

A limited partnership may carry on any business that a partnership without limited partners may carry on, except any association formed under any other statute of this state, or formed under any statute adopted by authority, other than the authority of this state, is not a limite…

I. When a merger takes effect: (a) The separate existence of every partnership, limited partnership, or limited liability company that is a party to the merger, other than the surviving entity, ceases; (b) All property owned by each of the merged partnerships, limited partnership…

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…

This chapter shall be so applied and construed to effectuate its general purpose to make the law uniform with respect to the subject of this chapter among states enacting it.

I. In a merger of a limited liability company, registered limited liability partnership, or a limited partnership with a partnership in which a partnership is the surviving entity, the surviving entity shall file in the office of the secretary of state a certificate of merger, to…

This chapter may be cited as the Uniform Limited Partnership Act.

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…

This subdivision is not exclusive. Partnerships may be converted or merged in any other manner provided by law.

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity shall not affect other provisions or applications of the chapter which can be given effect without the invalid provision or application, and to this end the provision…

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…

In any case not provided for in this chapter the provisions of the Uniform Partnership Act, RSA 304-A, shall govern.

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…

[This section was enacted by the New Hampshire General Court and is not a part of the national Revised Uniform Limited Partnership Act.] The secretary of state shall charge the following fees for filing under this chapter: I. For a certificate of limited partnership or registrati…

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.

In determining whether a partnership exists, these rules shall apply: I. Except as provided by RSA 304-A:16, persons who are not partners as to each other are not partners as to third persons. II. Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common…

Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.

I. No person may be a member of a professional limited liability company except: (a) Natural persons who are authorized by law in this state, any other state or territory of the United States or the District of Columbia, or any foreign country to render professional services perm…

"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 …

Unless otherwise provided in the limited liability company agreement, upon the death of a member of a professional limited liability company, or if a member of a professional limited liability company becomes a disqualified person, or if an interest in a professional limited liab…

I. All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property. II. Unless the contrary intention appears, property acquired with partnership funds is partnership property. II…