reglab/housing_qa huggingface dataset:
NH Rev Stat § 304-C:154 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:154 - Provisions in Other Parts of This Act Relevant to Single-Member LLCs.

    304-C:154 Provisions in Other Parts of This Act Relevant to Single-Member LLCs. –||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.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:155 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:155 - Mergers of Limited Liability Companies-In General.

    304-C:155 Mergers of Limited Liability Companies-In General. –||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 limited liability companies or domestic limited liability companies or other business entities, with any party to the merger being the surviving entity.||II. Rights or securities of or interests in a constituent entity may be exchanged for or converted into cash, property, obligations, rights, or securities of or interests in the surviving entity or of any other business entity.|||Source. 2012, 232:2, eff. Jan. 1, 2013. 2018, 222:2, eff. Aug. 7, 2018.|
NH Rev Stat § 304-C:156 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:156 - Merger Approvals.

    304-C:156 Merger Approvals. –||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 of each class or group of members.||II. Each other business entity and foreign limited liability company that is a party to a proposed merger to be made under RSA 304-C:155 shall approve the merger in the manner and by the vote required by the laws applicable to such other business entity or foreign limited liability company and each constituent entity's governing documents.||III. Each constituent entity shall have such rights to abandon the merger as are provided for in the merger agreement or in the laws applicable to such constituent entity.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:157 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:157 - Agreements of Merger.

    304-C:157 Agreements of Merger. –||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 constituent entity merges;||(b) The terms and conditions of the merger;||(c) The manner and basis of converting the interests in each limited liability company and the shares of stock or other interests in each other business entity that is a party to the merger into interests, shares, or other securities or obligations, as the case may be, of the surviving entity, or of any other constituent entity, or, in whole or in part, into cash or other property;||(d) Any amendments to the certificate of formation of a limited liability company, or articles of incorporation of a corporation, or certificate of limited partnership of a limited partnership or the partnership agreement of a general partnership or a limited partnership, or any other organic documents of a constituent entity, as the case may be, of the surviving entity that are to be effected by the merger, or that no such changes are to be effected; and||(e) Such other provisions relating to the merger as are deemed necessary or desirable.||III. (a) An agreement of merger approved under RSA 304-C:156 may effect any amendment to a operating agreement for a limited liability company if it is the surviving entity in the merger.||(b) If the surviving entity is a limited liability company, an approved agreement of merger may also provide that the operating agreement of any constituent limited liability company to the merger, including a limited liability company formed for the purpose of consummating a merger, shall be the operating agreement of the surviving entity.||(c) Any amendment to a operating agreement or adoption of a new operating agreement shall be effective at the effective time or date of the merger.||IV. The provisions of this section shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in a operating agreement or other agreement or as otherwise permitted by law.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:158 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:158 - Certificates of Merger.

    304-C:158 Certificates of Merger. –||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 signed by each constituent entity;||(c) The name of the surviving entity;||(d) To the extent permitted by RSA 304-C:29, the future effective date and time of the merger, which shall be a date or time certain, if it is not to be effective at the close of business on the date of filing of the certificate of merger;||(e) That the agreement of merger is on file at a place of business of the surviving entity, and the address of that place of business;||(f) That a copy of the agreement of merger will be furnished by the surviving entity, on request and without cost, to any person holding an interest in any constituent entity; and||(g) If the surviving entity is not a business entity organized under the laws of this state, a statement that such surviving entity:||(1) Agrees that it may be served with process in this state in any proceeding for enforcement of any obligation of any constituent entity that was organized under the laws of this state, as well as for enforcement of any obligation of the surviving entity arising from the merger; and||(2) Appoints the secretary of state as its agent for service of process in any such proceeding, and the surviving entity shall specify the address to which a copy of the process shall be mailed to it by the secretary of state.||II. A merger takes effect upon the later of the effective date of the filing of the certificate of merger or the date set forth in the certificate of merger.||III. The certificate of merger shall be signed by a limited liability company that is a party to the merger and shall be filed with the secretary of state.||IV. A certificate of merger shall constitute a certificate of cancellation for a limited liability company which is not the surviving entity in the merger.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:159 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:159 - Merger Effects.

    304-C:159 Merger Effects. –||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;||III. The surviving entity shall thereupon and thereafter possess all the rights, privileges, immunities, and powers of each constituent entity and shall be subject to all the restrictions, disabilities, and duties of each of such constituent entities to the extent such rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties are applicable to the type of business entity that is the surviving entity;||IV. All property, real, personal, and mixed, and all debts due on whatever account, including promises to make capital contributions and subscriptions for shares, and all other related claims, and all and every other interest of or belonging to or due to each of the constituent entities shall be vested in the surviving entity without further act or deed;||V. The title to all real estate and any interest therein, vested in any such constituent entity shall not revert or be in any way impaired by reason of such merger;||VI. As of the effective date the surviving entity shall be liable for all liabilities and obligations of each of the constituent entities so merged, and any claim existing or action or proceeding pending by or against any such constituent entity may be prosecuted as if such merger had not taken place, or the surviving entity may be substituted in the action;||VII. Neither the rights of creditors nor any liens on the property of any constituent entity shall be impaired by the merger; and||VIII. The interests in a limited liability company or shares or other interests in an other business entity that are to be converted or exchanged into interests, shares or other securities, cash, obligations, or other property under the terms of the merger agreement are so converted, and the former holders of these interests are entitled only to the rights provided in the merger agreement or the rights otherwise provided by law.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:160 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:160 - Definitions.

    304-C:160 Definitions. –||In this subdivision:||I. "Dissenter" means a member who is entitled to dissent from limited liability company action under RSA 304-C:161 and who exercises that right when and in the manner required under this subdivision.||II. "Fair value" means the value of the dissenter's limited liability interest of a limited liability company immediately before the effective date of the limited liability action referred to in RSA 304-C:161, excluding any appreciation or depreciation in anticipation of the limited liability action.||III. "Interest" means interest from the effective date of the action referred to in RSA 304-C:161 that gave rise to the member's right to dissent until the date of payment, at the average auction rate paid on United States treasury bills with a maturity of 6 months, or the closest maturity thereto, as of the auction date for such treasury bills closest to such effective date.||IV. "Limited liability company" means a limited liability company whose members have obtained rights to dissent under RSA 304-C:161, and includes any successor by merger or conversion.||V. "Member" includes a former member who has ceased to be a member, but who was not entitled to payment for the value of the member's limited liability interest upon cessation of the former member's membership.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:161 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:161 - Right of Members to Dissent-in General.

    304-C:161 Right of Members to Dissent-in General. –||I. Unless the operating agreement provides otherwise, a member of a limited liability company is entitled to dissent from, and obtain payment of the fair value of the member's limited liability company interest, upon any of the following actions:||(a) Consummation of a plan of merger to which the limited liability company is a party;||(b) Consummation of a plan of statutory conversion of the limited liability company to some other business form;||(c) An amendment to the operating agreement:||(1) Altering or abolishing a right in respect of distribution, other than alteration by dilution through the admission of other members or acceptance of contributions;||(2) Altering or abolishing a right to voluntarily withdraw; or||(3) Altering or abolishing any right of a member to vote on any matter, other than alteration by dilution through the admission of other members or acceptance of contributions.||II. A member entitled to dissent and obtain payment for such member's limited liability company interest under this subdivision may not challenge the limited liability company action creating such member's entitlement unless the action is unlawful or fraudulent with respect to the member or the limited liability company.|||Source. 2012, 232:2, eff. Jan. 1, 2013. 2016, 246:9, eff. Aug. 9, 2016.|
NH Rev Stat § 304-C:162 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:162 - Notices by Limited Liability Companies to Members Concerning Members' Right to Dissent.

    304-C:162 Notices by Limited Liability Companies to Members Concerning Members' Right to Dissent. –||I. If the proposed action of the limited liability company creating dissenters' rights under RSA 304-C:161 is submitted to a vote at a meeting of the members, the meeting notice must state that members are or may be entitled to assert dissenters' rights under this subdivision and be accompanied by a copy of this subdivision.||II. If the limited liability company action creating dissenters' rights under RSA 304-C:161 is taken without a vote of the members, the limited liability company shall notify in writing all members entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in RSA 304-C:164.||III. A limited liability company's failure to give notice under this section shall not invalidate the limited liability company action.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:163 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:163 - Notices by Dissenting Members to Limited Liability Companies Concerning Members' Intent to Demand Payment.

    304-C:163 Notices by Dissenting Members to Limited Liability Companies Concerning Members' Intent to Demand Payment. –||I. If a proposed action of a limited liability company creating dissenters' rights under RSA 304-C:161 is submitted to a vote at a meeting of the members, a member who wishes to assert dissenters' rights shall:||(a) Deliver to the limited liability company before the vote is taken a written notice of the member's intent to demand payment for the member's limited liability company interest if the proposed action is effectuated.||(b) Not vote the member's limited liability company interest in favor of the proposed action.||II. No such written notice of intent to demand payment is required of any member to whom the limited liability company has failed to provide the notice required by RSA 304-C:162.||III. A member who does not satisfy the requirements of this section is not entitled to payment for such member's limited liability company interest under this subdivision.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:164 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:164 - Dissenters' Notices Required to be Provided by Limited Liability Companies to Members.

    304-C:164 Dissenters' Notices Required to be Provided by Limited Liability Companies to Members. –||I. If a proposed action of a limited liability company creating dissenters' rights under RSA 304-C:161 is authorized at a meeting of the members, the limited liability company shall deliver a written dissenters' notice to all members who have satisfied the requirements of RSA 304-C:163.||II. The dissenters' notice must be sent no later than 10 days after the action of the limited liability company was authorized by the members or effectuated, whichever is the first to occur, and shall:||(a) State where the payment demand shall be sent;||(b) Supply a form for demanding payment that includes the date of the first announcement to news media or to members of the principal terms of the proposed limited liability company action and requires that the person asserting dissenters' rights certify whether or not the member acquired limited liability company interest before that date;||(c) Set a date by which the limited liability company must receive the payment demand, which date may not be fewer than 30 days and not more than 60 days after the date of the notice required by paragraph I is sent; and||(d) Be accompanied by a copy of this subdivision if the limited liability company has not previously sent a copy of this subdivision to the member under RSA 304-C:162.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:165 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:165 - Duty of Dissenters to Demand Payment, Etc.

    304-C:165 Duty of Dissenters to Demand Payment, Etc. –||I. A member sent a dissenters' notice described in RSA 304-C:164 must demand payment and certify whether the member acquired the limited liability company interest before the date required to be set forth in the dissenters' notice under RSA 304-C:164.||II. A member who demands payment under paragraph I retains all of the rights of a member until those rights are canceled or modified by completion of the proposed action of the limited liability company.||III. A member who does not demand payment by the date set forth in the dissenters' notice is not entitled to payment of fair value for such member's membership rights under this subdivision.||IV. A demand for payment filed by a member may not be withdrawn unless the limited liability company with which it was filed or the surviving limited liability company or other business entity consents to such withdrawal.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:166 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:166 - Limited Liability Companies' Making of Payments to Dissenting Members.

    304-C:166 Limited Liability Companies' Making of Payments to Dissenting Members. –||I. Except as provided in RSA 304-C:168, as soon as the proposed limited liability company action is effectuated, or upon receipt of a payment demand, whichever is later, the limited liability company shall pay each dissenter who complied with RSA 304-C:165 the amount the limited liability company estimates to be the fair value of such dissenter's membership rights, plus accrued interest.||II. The payment must be accompanied by:||(a) The limited liability company's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, and the latest available interim financial statements, if any;||(b) A statement of the limited liability company's estimate of the fair value of the membership rights;||(c) An explanation of how the value of the membership rights was calculated;||(d) A statement of the dissenter's right to demand payment under RSA 304-C:169; and||(e) A copy of this subdivision, if the limited liability company has not previously sent a copy of this subdivision to the member under RSA 304-C:162 or RSA 304-C:164.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:167 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:167 - Limited Liability Company Failures to Take Actions Giving Rise to Dissenters' Rights.

    304-C:167 Limited Liability Company Failures to Take Actions Giving Rise to Dissenters' Rights. –||If the limited liability company does not effectuate the proposed action that gave rise to the dissenters' rights within 60 days after the date set for demanding payment, it shall send a new dissenters' notice under RSA 304-C:162 and repeat the payment demand procedure if it effectuates the proposed action.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:168 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:168 - Dissenters' Rights of Persons With After-Acquired Limited Liability Company Interests.

    304-C:168 Dissenters' Rights of Persons With After-Acquired Limited Liability Company Interests. –||A limited liability company may elect to withhold payment required by RSA 304-C:166 from a dissenter unless the dissenter was a member before the date set forth in the dissenters' notice as of the date of the first announcement to news media or to members of the principal terms of the proposed limited liability company action.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:169 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:169 - Procedures if Members are Dissatisfied With Payments or Offers of Payment.

    304-C:169 Procedures if Members are Dissatisfied With Payments or Offers of Payment. –||I. A dissenter may notify the limited liability company in writing of the dissenter's own estimate of the fair value of such dissenter's limited liability company interest and amount of interest due, and demand payment of the dissenter's estimate, less any payment under RSA 304-C:166, if:||(a) The dissenter believes that the amount paid under RSA 304-C:166 is less than the fair value of the dissenter's limited liability company interest or that the interest due is incorrectly calculated; or||(b) The limited liability company fails to make payment under RSA 304-C:166 within 60 days after the date set for demanding payment.||II. A dissenter waives the right to demand payment under this section unless the dissenter notifies the limited liability company of the dissenter's demand in writing under paragraph I within 30 days after the limited liability company made or offered payment for such dissenter's limited liability company interest.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|