Title XXVIII, Partnerships

"Include" denotes a partial definition.

A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the secretary of state and set fort…

I. The relationship between an individual performing professional services as a member, manager, or employee of a professional limited liability company, domestic or foreign, and a client or patient shall be the same as if the individual performed the services as a sole practitio…

Unless the operating agreement provides otherwise, an individual who is a member of a limited liability company shall be dissociated upon the occurrence of any of the following events: I. The member withdraws by voluntary act from the limited liability company as provided for in …

Unless the operating agreement provides otherwise: I. A member that is a trust or is acting as a member by virtue of being a trustee of a trust shall be dissociated upon the termination of the trust, but not merely upon the substitution of a new trustee. II. A member that is a li…

The members may provide in an operating agreement for events, the occurrence of which shall result in a person ceasing to be a member of the limited liability company.

I. Unless the operating agreement provides otherwise, a member may withdraw from a limited liability company at any time by giving 30 days' written notice to the other members, or such other notice as is provided for in writing in the operating agreement. II. If the member has th…

I. An operating agreement may provide for the removal of a member by any method or procedure and for any reason. II. Unless the operating agreement provides a method or procedure and standard for removal of a member, then, on application by any member to the superior court and af…

I. Unless the operating agreement provides otherwise, any member, upon dissociation under RSA 304-C:100, RSA 304-C:101, or RSA 304-C:102, is entitled to receive any accrued distribution to which the member was entitled at the time of dissociation. II. Unless the operating agreeme…

I. Unless the operating agreement provides otherwise, and subject to RSA 304-C:153, upon the dissociation of a member under RSA 304-C:100, V because of the member's death, the member's executor, administrator, guardian, conservator, or other legal representative may exercise all …

Unless the operating agreement provides otherwise, the duties imposed on managers of limited liability companies under this subdivision shall apply also to: I. Members of member-managed multi-member limited liability companies; and II. Non-manager members of manager-managed multi…

To the extent that, at law or in equity, a member or manager or other person has duties, including fiduciary duties, to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by an operating agreement, the member'…

I. Unless the operating agreement provides otherwise, managers shall have a duty of care to the limited liability company and to the members. II. Unless the operating agreement provides otherwise, managers shall discharge their management duties with the care that a person in a l…

I. Unless the operating agreement provides otherwise, there shall be a rebuttable presumption that a manager has not breached the manager's duty of care if, in the matter in question, the manager has acted: (a) In accordance with contractual good faith; (b) In a manner the manage…

An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this chapter is evidence against the partnership.

"Limited liability company" and "domestic limited liability company" mean a limited liability company formed under this act.

No proxy for the purpose of voting as a member or manager in a professional limited liability company shall be valid unless it is given to a qualified person. A voting trust with respect to voting in a professional limited liability company shall not be valid unless all the trust…

I. Each certificate required by this chapter to be filed in the office of the secretary of state shall be executed in the following manner: (a) An original certificate of limited partnership must be signed by all general partners; (b) A certificate of amendment must be signed by …

I. Unless the operating agreement provides otherwise, managers shall owe a duty of loyalty to the limited liability company and to the members. II. For purposes of this act, the duty of loyalty of managers shall mean their duty to act in a manner that they reasonably believe to b…

I. Managers shall comply with the implied contractual covenant of good faith and fair dealing. II. The implied contractual covenant of good faith and fair dealing shall include a duty to use reasonable efforts to meet the reasonable expectations of the limited liability company a…

In any matter relating to the limited liability company, a member or manager of a limited liability company shall be fully protected from liability to the limited liability company and to the members if the member or manager relies, in a manner consistent with contractual good fa…

I. In any matter relating to the limited liability company, a manager of a limited liability company shall be fully protected from personal liability in relying, in accordance with contractual good faith, upon information, opinions, reports or statements presented to the limited …

I. An operating agreement may provide that a manager 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 specified consequences; and II. An operating agreement may provide that …

An operating agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, including fiduciary duties, of a member, manager, or other person to a limited liability company or to another member or manager, or to ano…

I. Except as provided in paragraph II, and subject to such standards and restrictions, if any, as are set forth in its operating agreement, a limited liability company may, and shall have the power to, indemnify any member or manager or other person made a party to a proceeding o…

Subject to such standards and restrictions, if any, as are set forth in its operating agreement, a limited liability company may advance to members, managers, and other persons their costs, including legal fees, in defending themselves against claims arising from their relationsh…

I. A transfer of membership rights by a member shall mean any voluntary or involuntary transfer or other disposition of all or any part of those rights to another person, with or without consideration, including: (a) A transfer by sale, exchange, gift, or assignment; (b) A transf…

I. Membership rights in a limited liability company are intangible personal property. II. A member has no interest in limited liability company property. III. Unless the operating agreement provides otherwise, the membership rights of members, other than the members' limited liab…

If a person required by RSA 304-B:11 to execute any certificate 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 execution of the certificate. If the court finds that it is proper for the…

"Limited liability company interest" means the right of a member to receive allocations of the profits or losses of a limited liability company and to receive distributions of the limited liability company's cash and other assets.

Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it…

Except as otherwise provided by the licensing laws of this state and rules adopted under these laws or by any licensing authority in this state, each manager of a professional limited liability company, if any, and all the officers, if any, shall be qualified persons with respect…

Unless the operating agreement provides otherwise, after the formation of the limited liability company, the limited liability company shall not grant membership rights to a third party or additional membership rights to an existing member, except upon a unanimous vote of the mem…

Unless the operating agreement provides otherwise, or as provided in RSA 304-C:123. I. No member shall transfer all or any part of the member's membership rights to any transferee except upon a unanimous vote of the other members; and II. Notwithstanding the members' voting in fa…

I. Unless the operating agreement or RSA 304-C:123 provide otherwise, no member shall pledge all or any part of the member's membership rights to any person except upon a unanimous vote of the other members. II. Unless the operating agreement provides otherwise, the pledge of any…

I. Unless the operating agreement provides otherwise, a member may transfer or pledge a limited liability company interest, in whole or in part, without the vote of any other member. II. Unless the operating agreement or RSA 304-C:124 or RSA 304-C:125 provide otherwise, the trans…

Notwithstanding any provision of RSA 304-C:46 to the contrary, unless the operating agreement or RSA 304-C:153 provide otherwise, a transferee of a limited liability company interest or other membership rights shall become a member, to the extent of the transferred rights, upon t…

I. A transferee of a membership right who becomes a member shall hold and may exercise only the membership rights transferred to the transferee. Except as provided in paragraph II, a transferee of a membership right who becomes a member shall have only the duties and liabilities …

I. On application to a court of competent jurisdiction by any judgment creditor of (a) a member of a limited liability company (the "debtor-member") or (b) a transferee of all or any part of a member's limited liability company interest (a "transferee"), the court may enter a cha…

A limited liability company dissolved under this subdivision continues its existence as a limited liability company, but, on and after its dissolution, it may not carry on any business or other activity except that which is necessary to wind up and liquidate its business and inte…

For purposes of this act, the following terms shall have the following meanings: I. Dissolution. The dissolution of a limited liability company shall mean a change of its purpose to that of a limited liability company that may not carry on any business or other activity except as…

A limited liability company shall be dissolved and its business and other activities and its internal affairs shall be wound up upon the first to occur of the events set forth in this section. The effective date of each such dissolution shall be as set as follows: I. A limited li…

"Manager" means a person who is named or designated as a manager of a limited liability company in an operating agreement.

Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his co-partners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partner…

I. One original and one exact or conformed copy of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) and of any certificate of merger or certificate of conversion shall be delivered…