Title XXVIII, Partnerships

I. Unless the operating agreement provides otherwise, meetings of managers may be held by means of conference 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 paragrap…

Unless the operating agreement provides otherwise: I. The managers may delegate their rights, powers, and authority to third parties; and II. The managers may designate these third parties as officers of the limited liability company and may endow them with such duties and author…

Unless the operating agreement provides otherwise, a manager may resign without liability upon 15 days' written notice to the limited liability company and the members.

The contribution of a member to a limited liability company may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

I. Upon the admission of any member whose contribution is or will be in any form other than money, or who is admitted to membership without contribution, or when a member makes an additional contribution in any form other than money, the persons having management of the limited l…

I. Unless the operating agreement provides otherwise, a promise by a member to contribute to the limited liability company shall not be enforceable unless set forth in a writing signed by the member. II. Unless the operating agreement provides otherwise, a member shall be obligat…

I. An operating agreement may provide that a member who fails to perform in accordance with, or to comply with the terms and conditions of, the operating agreement shall be subject to specified penalties or consequences. II. An operating agreement may provide that at the time or …

Unless the operating agreement provides otherwise, an allocation by the limited liability company to its members of its profits and losses shall mean an apportionment to the members of their respective shares of these profits and losses on the books of the limited liability compa…

I. Any reference to a professional limited liability company in this section shall include both domestic and foreign professional limited liability companies. II. Every individual who renders professional services as a member, manager, or employee of a professional limited liabil…

I. A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the secretary of state. The certificate shall set forth: (a) The name of the limited partnership; (b) The date of filing the certificate; and (c) The amendment to the …

I. Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member, b…

"Foreign limited liability company" means a limited liability company formed under the laws of any state or under the laws of any foreign country or other foreign jurisdiction and denominated as such under the laws of such state or foreign country or other foreign jurisdiction.

I. Each limited partnership 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 residential or b…

I. The profits and losses of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in the operating agreement. II. Unless the operating agreement provides otherwise, profits and losses shall be allocated o…

Unless the operating agreement provides otherwise, the following terms shall have the following meanings: I. Distribution. A distribution by the limited liability company to a member shall mean any transfer of its cash or other assets to the member except: (a) Payments to a membe…

Subject to RSA 304-C:93 and RSA 304-C:141, and unless the operating agreement provides otherwise, at the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of a limited liability company…

I. A limited liability company shall not make a distribution to a member to the extent that at the time of the distribution, after giving effect to the distribution, the company would not be able to pay its debts as they become due. II. (a) A member who receives a distribution in…

I. Unless the operating agreement provides otherwise, a member-managed multi-member limited liability company shall make interim distributions at such times and in such aggregate amounts as determined by majority vote of the members from time to time. II. Unless the operating agr…

I. Distributions by a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in the operating agreement. II. Unless the operating agreement provides otherwise, distributions shall be made on the basis of the …

I. Unless the operating agreement provides otherwise, and in any case subject to the limitations provided in paragraph II, a member that has a right to a distribution, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from …

I. An operating agreement may provide for the establishment of a record date with respect to distributions to its members. II. Unless the operating agreement or a vote of the members or managers provide otherwise, the record date for a distribution shall be the date on which the …

Subject to the provisions of RSA 304-C:105 and RSA 304-C:153, the dissociation of a member shall mean the termination of all of the member's membership rights except: I. The member's limited liability company interest; and II. The rights identified in RSA 304-C:99.

I. If, after dissociation, a former member retains all or any part of the former member's limited liability company interest, the former member shall be entitled to the following rights: (a) Subject to reasonable restrictions as determined from time to time by the limited liabili…

I. Every foreign partnership, desiring to do business within this state, shall pay a filing fee of $50 to the secretary of state on the date of registration. II. Every foreign partnership, desiring to do business within this state, shall continuously maintain in this state: (a) A…

All applications of foreign partnerships for authority to do business in this state shall be made on forms prescribed or furnished by and filed in the office of the secretary of state and shall be executed by a general partner of the partnership desiring to so register, and shall…

Any partnership which has changed its name, changed any of its general or limited partners, or changed its registered office or registered agent shall, within 30 days, file with the secretary of state a certificate of such change, signed and sworn to by a general partner of the p…

If any foreign partnership fails for 2 consecutive years to make the payments of fees required by this chapter, its right to do business in this state shall be suspended.

The secretary of state is hereby directed to remove from the active list of foreign partnerships authorized to do business in this state (1) the name of any such partnership whose right to do business herein has been suspended for failure to make payments by provisions of RSA 305…

If any foreign partnership removed from the active list of foreign partnerships authorized to do business in this state pursuant to RSA 305-A:2-c shall again wish to register to do business in this state, it shall make a new application for such registration and pay the required …

I. Except as authorized by paragraphs II and III, a foreign partnership name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as: (a) The name of an entity incorporated, authorized, formed, or registered to do business in this sta…

I. The registered agent of a foreign partnership authorized to do business in this state may resign his or her agency appointment by signing and delivering to the secretary of state for filing the original and one exact or conformed copy of a statement of resignation. The stateme…

Any foreign partnership which refuses to comply with the requirements of this chapter may be restrained from further prosecution of business in this state by proceedings in equity brought by the attorney general in the county of Merrimack and shall be guilty of a misdemeanor.

Failure to comply with the registration provisions of this chapter shall not affect the validity of any contract with a foreign partnership; but no action shall be maintained or recovery had in any of the courts of this state by any such foreign partnership so long as it fails to…

A foreign partnership authorized to do business in the state may withdraw from the state at any time. Such withdrawal shall become effective when such partnership shall have filed in the office of the secretary of state on forms prescribed or furnished by the secretary of state, …

I. Service of process in any suit, action, or proceeding or service of any notice or demand required or permitted by law to be served on a foreign partnership may be made on such partnership by service thereof on a registered agent of such partnership. Service of any such process…

The method of service provided by this chapter is not exclusive and service on foreign partnerships may be made in any other manner provided by law.