New Hampshire Revised Statutes
Title 304-C - Limited Liability Companies
Section 304-C:39 - Signing, Amendment, and Cancellation of Certificates by Judicial Order.

New Hampshire Revised Statutes

Title XXVIII - Partnerships

Title 304-C - Limited Liability Companies

Section 304-C:1 - Short Title.

Section 304-C:2 - The Policy of This Act.

Section 304-C:3 - Effective Date of This Act.

Section 304-C:4 - Replacement of Previous Act.

Section 304-C:5 - Transitional Provisions.

Section 304-C:6 - Act.

Section 304-C:7 - Certificate of Formation.

Section 304-C:8 - Contribution.

Section 304-C:9 - Foreign Limited Liability Company.

Section 304-C:10 - Include.

Section 304-C:11 - Limited Liability Company.

Section 304-C:12 - Limited Liability Company Interest.

Section 304-C:13 - Manager.

Section 304-C:14 - Member.

Section 304-C:15 - Membership Rights.

Section 304-C:16 - Operating Agreement.

Section 304-C:17 - Person.

Section 304-C:18 - State.

Section 304-C:19 - Legal Status of Limited Liability Company as Entity; Duration of Entity Status.

Section 304-C:20 - Number of Members.

Section 304-C:21 - Permitted Purposes.

Section 304-C:22 - Permitted Powers.

Section 304-C:22-a - Trust Powers.

Section 304-C:23 - Liability of Members and Managers to Third Parties.

Section 304-C:24 - Nature and Transferability of Membership Rights.

Section 304-C:25 - Governing Law.

Section 304-C:26 - Interest of Members in Limited Liability Company Property.

Section 304-C:27 - Reservation of Name of Limited Liability Company.

Section 304-C:28 - Requirements for Filing of Documents Under This Act.

Section 304-C:28-a - Online Filing.

Section 304-C:29 - Effective Time and Date of Filed Documents.

Section 304-C:30 - Filing and Certification of Certificates.

Section 304-C:31 - Certificate of Formation-General Requirements.

Section 304-C:32 - Name Set Forth in Certificate of Formation.

Section 304-C:33 - Certificates of Formation as Notice.

Section 304-C:34 - Amendments to Certificates of Formation.

Section 304-C:35 - Restated Certificates of Formation.

Section 304-C:36 - Limited Liability Company Registered Offices and Registered Agents.

Section 304-C:37 - Service of Process on Domestic Limited Liability Companies.

Section 304-C:38 - Service of Process on Limited Liability Company Managers and Liquidating Trustees.

Section 304-C:39 - Signing, Amendment, and Cancellation of Certificates by Judicial Order.

Section 304-C:40 - Form of Operating Agreement.

Section 304-C:41 - Binding Effect of Operating Agreements.

Section 304-C:42 - No Requirement That Limited Liability Company Sign Agreement.

Section 304-C:43 - Single-Member Limited Liability Companies May Have Enforceable Operating Agreements.

Section 304-C:44 - Statute of Frauds Inapplicable to Limited Liability Company Agreements.

Section 304-C:45 - Operating Agreements May Provide Rights to any Persons, Including Non-Parties.

Section 304-C:46 - Admissions of Members Under Limited Liability Company Agreements in Certain Circumstances.

Section 304-C:47 - Management of Limited Liability Companies.

Section 304-C:48 - Method of Appointment of Managers.

Section 304-C:49 - Offices and Responsibilities of Managers.

Section 304-C:50 - Termination of Status as Manager.

Section 304-C:51 - Managers who are Also Members.

Section 304-C:52 - Agency Power of Members and Managers, Etc.

Section 304-C:53 - Admissions of Members.

Section 304-C:54 - Classes of Members, Etc.

Section 304-C:55 - Members' and Managers' Rights to Limited Liability Company Information, Etc.

Section 304-C:56 - Actions in the Superior Court to Enforce Rights Under RSA 304-C:55.

Section 304-C:57 - Certificates of Membership Rights, Etc.

Section 304-C:58 - Rights and Duties of Members.

Section 304-C:59 - Resolution of Disputes About the Status of Persons as Members.

Section 304-C:60 - Meetings of Members; Written Votes.

Section 304-C:61 - Notices for Member Meetings and Voting Procedures.

Section 304-C:62 - General Meetings Upon Demand by Members.

Section 304-C:63 - Special Meetings Upon Demand by Members.

Section 304-C:64 - Vote, Majority Vote, Etc.-Definitions.

Section 304-C:65 - Members' Voting Power.

Section 304-C:66 - Matters That the Members May Decide by Vote.

Section 304-C:67 - Voting Requirements.

Section 304-C:68 - Matters Requiring Unanimous Vote of the Other Members.

Section 304-C:69 - Matters Requiring Majority Vote of the Disinterested Members.

Section 304-C:70 - Permissibility of Actions Not Requiring Member Votes.

Section 304-C:71 - Right of Members to Vote Separately.

Section 304-C:72 - Appointment of Managers.

Section 304-C:73 - Contributions by Managers.

Section 304-C:74 - Offices and Responsibilities of Managers.

Section 304-C:75 - Duration of Managers' Terms.

Section 304-C:76 - Classes of Managers.

Section 304-C:77 - Permissibility of Manager Actions Not Requiring Manager Votes.

Section 304-C:78 - Managers' Voting Power.

Section 304-C:79 - Managers' Voting Requirement.

Section 304-C:80 - Right of Managers to Vote Separately.

Section 304-C:81 - Notices for Manager Meetings, Etc.

Section 304-C:82 - Meetings of Managers.

Section 304-C:83 - Delegations by Managers.

Section 304-C:84 - Manager Resignations.

Section 304-C:85 - Permitted Forms of Contributions.

Section 304-C:86 - Valuations of Non-Cash Contributions.

Section 304-C:87 - Liability of Members for Promised Contributions.

Section 304-C:88 - Remedies for Breaches of Operating Agreements by Members, Etc.

Section 304-C:89 - Allocations-Definition.

Section 304-C:90 - Formula for Allocations of Profits and Losses.

Section 304-C:91 - Distribution, Etc.-Definitions.

Section 304-C:92 - Members as Creditors With Respect to Certain Distributions.

Section 304-C:93 - Limitations on Distributions.

Section 304-C:94 - Interim Distributions.

Section 304-C:95 - Allocations of Distributions.

Section 304-C:96 - Form of Distributions.

Section 304-C:97 - Record Dates for Distributions.

Section 304-C:98 - Dissociation-Definition.

Section 304-C:99 - Certain Effects of Dissociation.

Section 304-C:100 - Statutory Events of Dissociation Applicable to all Members.

Section 304-C:101 - Additional Statutory Events of Dissociation Applicable to Members That are Entities.

Section 304-C:102 - Other Permissible Events of Dissociation.

Section 304-C:103 - Member Withdrawals.

Section 304-C:104 - Judicial Removal of Member.

Section 304-C:105 - Distributions Upon Member Dissociation.

Section 304-C:105-a - Right of Legal Representatives of Certain Dissociated Members to Exercise Members' Membership Rights.

Section 304-C:106 - Application to Certain Members of Fiduciary Duties Applicable to Managers.

Section 304-C:107 - Expansion, Restriction and Elimination of Duties.

Section 304-C:108 - Duty and Standard of Care.

Section 304-C:109 - Business Judgment Rule.

Section 304-C:110 - Duty of Loyalty-in General.

Section 304-C:111 - Implied Contractual Covenant of Good Faith and Fair Dealing.

Section 304-C:112 - Defense of Reliance on Records of Limited Liability Company.

Section 304-C:113 - Defense of Reliance on Certain Limited Liability Company Information and Opinions, Etc.

Section 304-C:114 - Remedies for Breaches of Operating Agreements by Managers.

Section 304-C:115 - Exculpations-in General.

Section 304-C:116 - Indemnification.

Section 304-C:117 - Advancement of Legal Costs, Etc.

Section 304-C:118 - Transfers, Etc.-Definitions.

Section 304-C:119 - Nature of Membership Rights, Etc.

Section 304-C:120 - Limited Liability Company Grants of Membership Rights.

Section 304-C:121 - Transfers of Membership Rights.

Section 304-C:122 - Pledges of Membership Rights.

Section 304-C:123 - Transfers or Pledges of Limited Liability Company Interests.

Section 304-C:124 - Right of Transferee of Limited Liability Company Interest or Other Membership Rights to Become a Member.

Section 304-C:125 - Miscellaneous Rights, Duties, and Liabilities of Transferors and Transferees of Membership Rights.

Section 304-C:126 - Charging Orders.

Section 304-C:127 - Effect of Dissolution of Limited Liability Company.

Section 304-C:128 - Dissolution, Winding Up and Liquidation-Definitions.

Section 304-C:129 - Events of Dissolution-In General.

Section 304-C:130 - Revocation of Dissolution by Majority Vote of the Members.

Section 304-C:131 - Non-Dissolution of Single-Member Limited Liability Company.

Section 304-C:132 - Non-Dissolution of Limited Liability Company Upon Member Dissociation.

Section 304-C:133 - Appointment of Successor Member Under Operating Agreement.

Section 304-C:134 - Judicial Dissolution Upon Application by a Member.

Section 304-C:135 - Judicial Dissolution Upon Application by Attorney General.

Section 304-C:136 - Administrative Dissolution.

Section 304-C:137 - Procedures for and Certain Effects of Administrative Dissolution.

Section 304-C:138 - Reinstatement Following Administrative Dissolution.

Section 304-C:139 - Winding Up and Liquidation of Limited Liability Companies.

Section 304-C:140 - Agency Power of Managers and Members After Limited Liability Company Dissolution.

Section 304-C:141 - Certificate of Dissolution; Distributions of Assets Upon Liquidation of Limited Liability Company.

Section 304-C:142 - Certificate of Cancellation of Certificate of Formation.

Section 304-C:143 - Dispositions of Known Claims Against Dissolved Limited Liability Company.

Section 304-C:144 - Disposition of Unknown Claims Against Dissolved Limited Liability Company.

Section 304-C:145 - Late Reinstatements-In General.

Section 304-C:146 - Appeals From Denials of Late Reinstatements.

Section 304-C:147 - Statutory Conversion-Definition.

Section 304-C:148 - Other Business Entity; Converting Business Entity.

Section 304-C:149 - Statutory Conversions of Other Business Entities to Limited Liability Companies.

Section 304-C:150 - Approvals of Statutory Conversions of Limited Liability Companies to Other Business Entities.

Section 304-C:151 - Events of Dissociation of Individuals Who are Members of Single-Member Limited Liability Companies.

Section 304-C:152 - Effect of Withdrawal of Member of Single-Member Limited Liability Company.

Section 304-C:153 - Successor to Deceased Member of Single-Member Limited Liability Company Becomes Member.

Section 304-C:154 - Provisions in Other Parts of This Act Relevant to Single-Member LLCs.

Section 304-C:155 - Mergers of Limited Liability Companies-In General.

Section 304-C:156 - Merger Approvals.

Section 304-C:157 - Agreements of Merger.

Section 304-C:158 - Certificates of Merger.

Section 304-C:159 - Merger Effects.

Section 304-C:160 - Definitions.

Section 304-C:161 - Right of Members to Dissent-in General.

Section 304-C:162 - Notices by Limited Liability Companies to Members Concerning Members' Right to Dissent.

Section 304-C:163 - Notices by Dissenting Members to Limited Liability Companies Concerning Members' Intent to Demand Payment.

Section 304-C:164 - Dissenters' Notices Required to be Provided by Limited Liability Companies to Members.

Section 304-C:165 - Duty of Dissenters to Demand Payment, Etc.

Section 304-C:166 - Limited Liability Companies' Making of Payments to Dissenting Members.

Section 304-C:167 - Limited Liability Company Failures to Take Actions Giving Rise to Dissenters' Rights.

Section 304-C:168 - Dissenters' Rights of Persons With After-Acquired Limited Liability Company Interests.

Section 304-C:169 - Procedures if Members are Dissatisfied With Payments or Offers of Payment.

Section 304-C:170 - Appraisal Actions.

Section 304-C:171 - Allocations of Court Costs and Counsel Fees in Appraisal Actions.

Section 304-C:172 - Procedures Relating to Transferees of Limited Liability Company Interests.

Section 304-C:173 - Law Governing Foreign Limited Liability Companies.

Section 304-C:174 - Transactions Not Constituting Doing Business.

Section 304-C:175 - Requirement of Registration by Foreign Limited Liability Companies; Applications for Registration.

Section 304-C:176 - Issuance of Registrations.

Section 304-C:177 - Names of Foreign Limited Liability Companies; Registered Office; Registered Agent.

Section 304-C:178 - Amendments to Applications to Register Foreign Limited Liability Companies.

Section 304-C:179 - Cancellations of Registrations.

Section 304-C:180 - Doing Business Without Registration.

Section 304-C:181 - Service of Process on Registered Foreign Limited Liability Companies.

Section 304-C:182 - Service of Process on Unregistered Foreign Limited Liability Companies.

Section 304-C:183 - Grounds for Revocation.

Section 304-C:184 - Procedures for and Effect of Revocation.

Section 304-C:185 - Appeals From Revocations.

Section 304-C:186 - Venue and Method for Resolution of Limited Liability Company Internal Disputes.

Section 304-C:187 - Actions by and Against Limited Liability Companies.

Section 304-C:188 - Right to Bring Actions on Behalf of Limited Liability Companies.

Section 304-C:189 - Effects of Lack of Authority to Bring Actions.

Section 304-C:190 - Right of Members to Bring Direct Actions.

Section 304-C:191 - Fees.

Section 304-C:192 - Inapplicability of Rule That Statutes in Derogation of the Common Law are to be Strictly Construed.

Section 304-C:193 - Resolution of Cases Not Provided for in This Act.

Section 304-C:194 - Annual Reports to Secretary of State.

Section 304-C:195 - Administrative Collections and Payments of Fees; Related Matters.

Section 304-C:196 - Administrative Rulemaking.

Section 304-C:197 - Filing of Certificates, Etc. Online.

Section 304-C:198 - Severability of Provisions.

Section 304-C:199 - Singular and Plural.

Section 304-C:200 - Gender.

Section 304-C:201 - Captions.

Section 304-C:202 - Inapplicability of RSA 382-A:9-406 and RSA 382-A:9-408 to Interests in Limited Liability Companies.

Section 304-C:203 - Equivalent Effects.

Section 304-C:204 - Reserved Power of State of New Hampshire to Alter or Repeal Act.

Section 304-C:205 - Domestication.

Section 304-C:206 - Action on a Plan of Domestication.

Section 304-C:207 - Articles of Domestication.

Section 304-C:208 - Surrender of Charter Upon Domestication.

Section 304-C:209 - Effect of Domestication.

Section 304-C:210 - Abandonment of a Domestication.