Title XXVIII, Partnerships

An operating agreement may provide for the admission of a substitute member upon the dissociation of the last remaining member of a limited liability company.

I. Unless the operating agreement provides otherwise, upon application by a member, the superior court may decree the dissolution of a limited liability company in any of the following circumstances: (a) It is not reasonably practicable for the limited liability company to carry …

The attorney general may apply to the superior court for a decree of dissolution of a limited liability company upon the occurrence of any of the grounds stated in RSA 304-C:134, III.

The secretary of state may administratively dissolve a limited liability company if: I. For 2 consecutive years, the limited liability company does not pay within 60 days after they are due any annual report fees or penalties imposed by this act or other law; II. The limited liab…

I. If the secretary of state determines that one or more grounds exist under RSA 304-C:136 for dissolving a limited liability company, the secretary of state shall administratively dissolve the limited liability company by signing a notice of dissolution and mailing the notice an…

I. A limited liability company administratively dissolved under RSA 304-C:137 may apply to the secretary of state for reinstatement within 3 years after the effective date of dissolution. The application shall: (a) Recite the name of the limited liability company and the effectiv…

I. Unless the operating agreement provides otherwise, the members or managers who have authority under RSA 304-C:47 to manage the limited liability company before the dissolution may wind up and liquidate the business and internal affairs of the limited liability company. II. Upo…

If a professional limited liability company ceases to render professional services, it shall, within a reasonable period of time, either dissolve and liquidate or amend its certificate of formation to delete from its stated purposes the rendering of professional services and to c…

If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from: I. Any person who executes the certificate, or causes another to execute it o…

Unless the operating agreement provides otherwise, "member" means a person who has been admitted to a limited liability company as a member as provided in RSA 304-C:53 or, in the case of a foreign limited liability company, in accordance with the laws of the state or foreign coun…

The partnership is bound to make good the loss: I. Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and II. Where the partnership in the course of its business receives money or property of a third…

I. Unless the operating agreement or paragraphs II and III provide otherwise, after the dissolution of the limited liability company, each of the members having authority to wind up the limited liability company's business and internal affairs and to liquidate the limited liabili…

I. Before making any distributions of assets to any members and managers upon the winding up of a limited liability company, the limited liability company or any person or persons authorized to wind up the limited liability company's internal affairs shall first obtain a certific…

I. After the dissolution of the limited liability company under RSA 304-C:129, and the completion of its winding up and liquidation, the limited liability company may file a certificate of cancellation with the secretary of state. II. This certificate shall set forth: (a) The nam…

I. After the effective date of the dissolution of a limited liability company, a limited liability company may dispose of known claims against it by complying with the procedures described in paragraph II. II. The limited liability company shall, within 60 days after the effectiv…

I. After a limited liability company has been dissolved, it may dispose of unknown claims against it by following the procedures described in paragraph II. II. A limited liability company shall publish a notice stating that it has been dissolved and that it is winding up its busi…

I. A limited liability company administratively dissolved under RSA 304-C:136 may apply to the secretary of state for late reinstatement if more than 3 years have expired since the effective date of dissolution. The application shall be in such form and contain such information a…

I. If the secretary of state denies a limited liability company's application for reinstatement following administrative dissolution, the secretary shall mail the limited liability company a written notice that explains the reason or reasons for denial. II. The limited liability …

A statutory conversion is a procedure: I. Which involves only a single business entity; and II. Under which the converting business entity, as defined in RSA 304-C:148, II: (a) Converts its business organization form to a different business organization form; but (b) Remains the …

I. Another business entitymeans an entity whose business organization form is not the limited liability company business organization form. II. Aconverting business entitymeans an other business entity that intends to make or that makes a statutory conversion of its business orga…

I. Any other business entity may make a statutory conversion of its business organization form to the limited liability company business organization form under this act by complying with the requirements of this section and with applicable law governing the other business entity…

I. Except as provided in paragraph II, all partners are liable: (a) Jointly and severally for everything chargeable to the partnership under RSA 304-A:13 and RSA 304-A:14. (b) Jointly for all other debts and obligations of the partnership; but any partner may enter into a separat…

I. A professional limited liability company may be dissolved involuntarily by a decree of the superior court in an action filed by the attorney general when it is established that the professional limited liability company has failed to comply with any provision of this chapter a…

"Membership rights" means the totality of the member's rights as a member under this act, including both economic rights, such as the member's limited liability company interest, and non-economic rights, such as the member's voting rights, if any.

The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.

I. An entity whose business organization form is that of a limited liability company under this act may make a statutory conversion of its business organization form to another business organization form authorized by applicable statute upon (1) the authorization of the statutory…

Notwithstanding any other provision of this act, individuals who are members of single-member limited liability companies shall, unless the operating agreement provides otherwise, be dissociated only upon their withdrawal or death.

Unless the operating agreement provides otherwise, upon the withdrawal of a member of a single-member limited liability company, the limited liability company shall be deemed to be dissolved and shall be wound up and liquidated by the member or by any other person that the member…

Unless the operating agreement provides otherwise, a person who succeeds to the limited liability company interest of a deceased member of a single-member limited liability company is admitted as the member of the limited liability company.

The provisions in other parts of this act that specifically apply to single-member LLCs are the following: I. RSA 304-C:43; II. RSA 304-C:100, VI; III. RSA 304-C:126, VI; IV. RSA 304-C:126, VII; and V. RSA 304-C:131.

I. Unless the operating agreement provides otherwise and subject to any law applicable to other business entities or foreign limited liability companies that are parties to the merger, one or more domestic limited liability companies may merge with or into one or more foreign lim…

I. Unless the operating agreement provides otherwise, a limited liability company that is a party to a proposed merger shall approve the merger agreement by majority vote of the members, or if there is more than one class or group of members, then by majority vote of the members …

I. Each constituent entity shall enter into a written agreement of merger, which shall be approved in accordance with RSA 304-C:156. II. The agreement of merger shall set forth: (a) The name of each constituent entity and the name of the surviving entity into which each other con…

I. The surviving entity shall deliver to the secretary of state a certificate of merger signed by each constituent entity setting forth: (a) The name and jurisdiction of formation or organization of each constituent entity; (b) That an agreement of merger has been approved and si…

A merger under this act has the following effects: I. Each constituent entity shall be merged into a single entity, which shall be the entity designated in the plan of merger as the surviving entity; II. Each constituent entity, except the surviving entity, shall cease to exist; …

Upon the return by the secretary of state pursuant to RSA 304-B:13 of a certificate marked "filed", the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unles…

"Operating agreement" means any agreement, including any amendments or restatements, whether referred to as a limited liability company agreement, operating agreement, or otherwise, of the member or members as to the internal affairs of a limited liability company or the conduct …

I. When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representation…

I. A foreign professional limited liability company shall be entitled to register to do business in this state only if: (a) The name of the foreign professional limited liability company meets the requirements of this chapter; (b) The foreign professional limited liability compan…

I. As used in this section, "other business entity" means a domestic or foreign corporation, limited liability company, or partnership, whether general or limited, that is authorized by applicable statute to merge with a limited partnership. II. Pursuant to an agreement of merger…

A limited partnership may convert to an other business entity, as defined in RSA 304-B:16-a, I, other than a limited partnership, upon the authorization of such conversion in accordance with this section and to the extent authorized by and in accordance with the laws applicable t…

In this subdivision: I. "Dissenter" means a limited partner who is entitled to dissent from limited partnership action under RSA 304-B:16-d and who exercises that right when and in the manner required under this subdivision. II. "Fair value" means the value of the dissenter's par…

I. A limited partner is entitled to dissent from, and obtain payment of, the fair value of the limited partner's partnership interest upon either of the following actions: (a) Consummation of a plan of merger to which the limited partnership is a party. (b) Consummation of a plan…

I. If the proposed action of the limited partnership creating dissenters' rights under RSA 304-B:16-d is submitted to a vote at a meeting of the limited partners, the meeting notice must state that limited partners are or may be entitled to assert dissenters' rights under this su…

I. If proposed action of a limited partnership creating dissenters' rights under RSA 304-B:16-d is submitted to a vote at a meeting of the limited partners, a limited partner who wishes to assert dissenters' rights shall: (a) Deliver to the limited partnership before the vote is …

I. If proposed action of a limited partnership creating dissenters' rights under RSA 304-B:16-d is authorized at a meeting of the limited partners, the limited partnership shall deliver a written dissenters' notice to all limited partners who have satisfied the requirements of RS…