reglab/housing_qa huggingface dataset:
NH Rev Stat § 304-C:100 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:100 - Statutory Events of Dissociation Applicable to all Members.

    304-C:100 Statutory Events of Dissociation Applicable to all Members. –||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 the operating agreement or RSA 304-C:103.||II. The member is removed as a member as provided for in RSA 304-C:104.||III. The member is removed as a member in accordance with the provisions of the operating agreement.||IV. Unless the other members at the time of occurrence of any of the following events vote unanimously not to treat the event as an event of dissociation, and except in the case of a single member limited liability company, the member:||(a) Makes an assignment for the benefit of creditors;||(b) Files a voluntary petition in bankruptcy;||(c) Is adjudicated a bankrupt or insolvent;||(d) Files a petition or answer seeking for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;||(e) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in any proceeding of this nature;||(f) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member's properties;||(g) If within 120 days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed; or||(h) If within 120 days after the appointment without the member's consent or acquiescence of a trustee, receiver, or liquidator of the member or of all or any substantial part of his or her properties, the appointment is not vacated or stayed or if within 120 days after the expiration of any stay, the appointment is not vacated.||V. In the case of a member who is an individual, the member's death, unless within 10 days following the member's death, the other members vote unanimously not to treat death as an event of dissociation.||VI. Except in the case of a single-member limited liability company, the entry of a final order by a court of competent jurisdiction adjudicating that the member lacks capacity to manage the member's person or estate.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:101 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:101 - Additional Statutory Events of Dissociation Applicable to Members That are Entities.

    304-C:101 Additional Statutory Events of Dissociation Applicable to Members That are Entities. –||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 limited liability company that is dissolved by final judicial order under RSA 304-C:134 or under RSA 304-C:135 shall be dissociated on the date of the final judicial order.||III. A member that is a limited liability company that is dissolved under its operating agreement under RSA 304-C:129, II shall be dissociated on the date of dissolution under that agreement or, if the agreement provides no such date, 30 days after the date of the event or circumstance triggering the dissolution.||IV. A member that is a limited liability company that is dissolved by vote of its members under RSA 304-C:129, II shall be dissociated on the date of the vote.||V. A member that is a limited liability company that receives a notice of dissolution from the secretary of state under RSA 304-C:137, I shall be dissociated unless it is reinstated by the secretary of state within 90 days after the date of the notice. Unless the limited liability company is reinstated, the effective date of the dissociation shall be the 90th day after the date of the notice.||VI. A member that is a corporation shall be dissociated if it files articles of dissolution under RSA 293-A:14.01 or under RSA 293-A:14.02 and RSA 293-A:14.03. In either case, the effective date of the dissociation shall be the date on which the corporation files the articles.||VII. A member that is a corporation shall be dissociated if it is dissolved by final order of a court. Unless the corporation is reinstated, the effective date of the dissolution shall be the date of issuance of the order.||VIII. A member that is a corporation shall be dissociated if it receives a notice of dissolution from the secretary of state under RSA 293-A:14.21 and is not reinstated within 90 days after the date of the notice. The effective date of the dissociation shall be the 90th day after the corporation receives the notice.||IX. Other than as provided in RSA 304-C:153, an estate that is a member shall be dissociated upon the distribution by the estate's fiduciary of the estate's entire interest in the limited liability company.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:102 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:102 - Other Permissible Events of Dissociation.

    304-C:102 Other Permissible Events of Dissociation. –||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.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:103 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:103 - Member Withdrawals.

    304-C:103 Member Withdrawals. –||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 the power to withdraw but the withdrawal is a breach of the operating agreement, or the withdrawal occurs in connection with otherwise wrongful conduct of the member, the limited liability company may recover from the withdrawing member damages for breach of the operating agreement or as a result of the wrongful conduct, which may include the reasonable costs of obtaining replacement of any services the withdrawn member was obligated to provide to the limited liability company.||III. The limited liability company may offset its damages under paragraph II against the amount otherwise distributable to the withdrawing member, in addition to pursuing any remedies provided for in the operating agreement or otherwise available under applicable law.||IV. Unless the operating agreement provides otherwise, in the case of a limited liability company for a definite term or particular undertaking, a withdrawal by a member before the expiration of the term or the accomplishment of the purpose is wrongful conduct for which the limited liability company may recover damages under the provisions of paragraph II.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:104 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:104 - Judicial Removal of Member.

    304-C:104 Judicial Removal of Member. –||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 after notice to the member sought to be removed under the provisions of paragraph IV:||(a) The court may remove a member by judicial order if (1) the member has breached a duty to the limited liability company; (2) the breach has caused material injury to the limited liability company; and (3) if the breach is capable of being remedied, the member has failed to remedy the breach within a reasonable time after receiving notice of it.||(b) The court may remove a member by judicial order if (1) the member has engaged in any other conduct that has caused material injury to the limited liability company; and (2) if the injury is capable of being remedied, the member has failed to remedy the injury within a reasonable time after receiving notice of the injury.||(c) The court may remove a member by judicial order if it is certain or reasonably likely that (1) the member will breach the member's duty to the limited liability company and the breach is certain or reasonably likely to cause material injury to the limited liability company; or (2) the member will engage in any other conduct that is certain or reasonably likely to cause material injury to the limited liability company.||(d) The court may remove a member by judicial order if the member has engaged, or is engaging, in conduct relating to the limited liability company's activities that make it not reasonably practicable to carry on the activities of the limited liability company with the person as a member.||III. In responding to an application under paragraph II, the court shall have discretion to provide relief to the applicant, the limited liability company, or the member sought to be removed other than the removal of the member sought to be removed, including the discretion to order a redemption or cross-purchase of all or any part of the membership rights of any member or members of the limited liability company on terms determined by the court.||IV. For purposes of this section, timely written notice shall mean a written notice given by the limited liability company or another member to the member sought to be removed. This notice shall state with specificity the duty breached, the member's actions or omissions, or threatened actions or omissions, as the case may be, given within a reasonable time after the limited liability company or other member first became aware, or reasonably should have become aware, of the breach, actions or omissions or threatened actions or omissions that constitute cause for removal of the member.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:105 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:105 - Distributions Upon Member Dissociation.

    304-C:105 Distributions Upon Member Dissociation. –||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 agreement provides otherwise, a dissociating member is not entitled to receive any payment for the value of the member's membership rights, including the member's limited liability company interest, as of the date of dissociation.||III. If a dissociated member receives no payment for the value of the member's membership rights, including the member's limited liability company interest, the dissociated member shall continue to have the rights of a transferee of a limited liability company interest under RSA 304-C:123, subject to the limited liability company's right of offset under RSA 304-C:103, III.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:105-a (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:105-a - Right of Legal Representatives of Certain Dissociated Members to Exercise Members' Membership Rights.

    304-C:105-a Right of Legal Representatives of Certain Dissociated Members to Exercise Members' Membership Rights. –||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 of the membership rights held by the member immediately before the member's death for the purpose of settling the member's estate or administering the member's property.||II. Unless the operating agreement provides otherwise, upon the dissociation of a member under RSA 304-C:100, VI because of a determination that the member is incapacitated, the member's legal representative may, for a period of one year after the date of the determination, exercise all of the membership rights held by the member immediately before the date of the determination.||III. Unless the operating agreement provides otherwise, upon the dissociation of a member that is a corporation, trust, or other entity under RSA 304-C:101 because of the entity's dissolution or termination, all of the membership rights held by the member immediately before the effective date of the dissolution or termination may be exercised by its legal representative or successor for the purposes of winding up its affairs.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:106 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:106 - Application to Certain Members of Fiduciary Duties Applicable to Managers.

    304-C:106 Application to Certain Members of Fiduciary Duties Applicable to Managers. –||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-member limited liability companies to the extent that these non-manager members exercise management functions for these limited liability companies.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:107 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:107 - Expansion, Restriction and Elimination of Duties.

    304-C:107 Expansion, Restriction and Elimination of Duties. –||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's or manager's or other person's duties may be expanded or restricted or eliminated by provisions in the operating agreement; provided, that the operating agreement may not eliminate the implied contractual covenant of good faith and fair dealing.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:108 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:108 - Duty and Standard of Care.

    304-C:108 Duty and Standard of Care. –||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 like position would reasonably believe appropriate under similar circumstances.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:109 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:109 - Business Judgment Rule.

    304-C:109 Business Judgment Rule. –||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 manager reasonably believed to be in the best interest of the limited liability company; and||(c) On the basis of reasonably adequate information.||II. As used in this act, the phrase "contractual good faith" means good faith within the meaning of the implied contractual covenant of good faith and fair dealing as partially defined in RSA 304-C:111, II.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:110 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:110 - Duty of Loyalty-in General.

    304-C:110 Duty of Loyalty-in General. –||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 be in the best interest of the limited liability company.||III. Unless the operating agreement provides otherwise, the duty of loyalty of a manager shall include:||(a) A duty not to compete against the limited liability company;||(b) A duty not to engage in self-interested transactions with the limited liability company;||(c) A duty not to usurp business opportunities of the limited liability company;||(d) A duty to maintain the confidentiality of confidential limited liability company information;||(e) A duty to disclose to the members with reasonable promptness material information of which the manager becomes aware concerning the limited liability company;||(f) A duty to use limited liability company property only for the benefit of the limited liability company;||(g) A duty to avoid improper personal benefits, including excessive compensation for services to or for the limited liability company; and||(h) A duty to act toward the limited liability company with fiduciary good faith.||IV. Fiduciary good faith includes the avoidance of conduct that the manager knows will inflict injury:||(a) On the limited liability company; or||(b) On its members in their capacity as members.||V. However, unless the operating agreement provides otherwise, a member or manager shall not be subject to a duty set forth in this section if:||(a) The member or manager discloses the material facts concerning an action which the member or manager wants to take that may breach the duty; and||(b) Before the member or manager takes the action, it is approved by majority vote of the disinterested members.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:111 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:111 - Implied Contractual Covenant of Good Faith and Fair Dealing.

    304-C:111 Implied Contractual Covenant of Good Faith and Fair Dealing. –||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 and of the members on matters within the scope of the operating agreement but not specifically addressed in it.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:112 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:112 - Defense of Reliance on Records of Limited Liability Company.

    304-C:112 Defense of Reliance on Records of Limited Liability Company. –||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 faith, on the records of the limited liability company.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:113 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:113 - Defense of Reliance on Certain Limited Liability Company Information and Opinions, Etc.

    304-C:113 Defense of Reliance on Certain Limited Liability Company Information and Opinions, Etc. –||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 liability company:||(a) By any of its other managers, members, officers, employees, or committees of the limited liability company; or||(b) By any other person if the manager reasonably believes the matters in question are within the other person's professional or expert competence.||II. The information covered by paragraph I shall include information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits, or losses of the limited liability company and as to any other facts pertinent to the existence and amount of assets from which distributions to members might properly be paid.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:114 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:114 - Remedies for Breaches of Operating Agreements by Managers.

    304-C:114 Remedies for Breaches of Operating Agreements by Managers. –||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 at the time or upon the occurrence of events specified in the operating agreement, a manager shall be subject to specified penalties or consequences.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:115 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:115 - Exculpations-in General.

    304-C:115 Exculpations-in General. –||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 another person that is a party to or is otherwise bound by an operating agreement; provided, that an operating agreement may not limit or eliminate liability for any act or omission that constitutes a violation of the implied contractual covenant of good faith and fair dealing.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|