reglab/housing_qa huggingface dataset:
NH Rev Stat § 304-C:138 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:138 - Reinstatement Following Administrative Dissolution.

    304-C:138 Reinstatement Following Administrative Dissolution. –||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 effective date of its administrative dissolution;||(b) State that the ground or grounds for dissolution either did not exist or have been eliminated;||(c) State that the limited liability company's name or proposed name satisfies the requirements of RSA 304-C:32; and||(d) Contain a certificate from the New Hampshire department of revenue administration in accordance with RSA 77-A:18, III, if the application is received by the secretary of state more than 120 days after the notice of administrative dissolution is mailed.||II. (a) If the secretary of state determines that the application under paragraph I contains the information required by that paragraph, that the information is correct, and that the limited liability company name is available for registration, the secretary may (1) cancel the notice of dissolution, (2) prepare a notice of reinstatement that recites the secretary's determination and the effective date of reinstatement, and (3) mail the notice to the limited liability company.||(b) If the application for reinstatement includes a change of name of the limited liability company, the notice shall set forth the change of name of the limited liability company. The notice shall constitute an amendment to the certificate of formation.||III. When the reinstatement is effective:||(a) It shall relate back to and take effect as of the effective date of the administrative dissolution;||(b) The limited liability company may resume carrying on its business as if the administrative dissolution had never occurred; and||(c) All of the limited liability company's otherwise legally valid actions during the period if its dissolution shall be deemed to be legally valid.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:139 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:139 - Winding Up and Liquidation of Limited Liability Companies.

    304-C:139 Winding Up and Liquidation of Limited Liability Companies. –||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. Upon application to the superior court by a member or by a member's legal representative or by the transferee of all or any part of a member's limited liability company interest, the superior court may appoint a liquidating trustee to wind up and liquidate a limited liability company if the applicant shows that one or more of the members or managers have engaged in wrongful conduct or if there is any other equitable cause for the appointment.||III. The persons winding up the business or internal affairs of the limited liability company and liquidating the limited liability company in the name of and for and on behalf of the limited liability company may:||(a) Prosecute and defend suits;||(b) Settle and close the business of the limited liability company;||(c) Dispose of and transfer the property of the limited liability company;||(d) Discharge the liabilities of the limited liability company;||(e) Distribute to the members any remaining assets of the limited liability company; and||(f) Take any other actions necessary or appropriate to wind up and liquidate the limited liability company.||IV. Persons may act in accordance with this section without affecting the personal liability of members and managers and without imposing personal liability on a liquidating trustee.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:140 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:140 - Agency Power of Managers and Members After Limited Liability Company Dissolution.

    304-C:140 Agency Power of Managers and Members After Limited Liability Company Dissolution. –||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 liability company can bind the limited liability company:||(a) By any act appropriate for winding up and liquidating the limited liability company or for completing transactions unfinished at its dissolution; and||(b) By any act that would have bound the limited liability company if it had not been dissolved if the other party to the transaction does not have actual notice of the dissolution.||II. An act of a member which would be binding under paragraph I or would be otherwise authorized but which is in contravention of a restriction on authority in the operating agreement shall not bind the limited liability company to persons having actual knowledge of the restriction.||III. If the operating agreement of a limited liability company interest vests the management of the limited liability company in a manager or managers:||(a) A manager shall have the authority provided to members in RSA 304-C:139, I; and||(b) No member shall have this authority unless the member is also a manager.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:141 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:141 - Certificate of Dissolution; Distributions of Assets Upon Liquidation of Limited Liability Company.

    304-C:141 Certificate of Dissolution;  Distributions of Assets Upon Liquidation of Limited Liability Company. –||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 certificate of dissolution from the department of revenue administration in accordance with RSA 77-A:18.||II. Upon the completion of the winding up of a limited liability company, the assets of the limited liability company shall be distributed as follows:||(a) Payment, or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, members who are creditors in satisfaction of liabilities of the limited liability company;||(b) Unless an operating agreement provides otherwise, to members and former members in satisfaction of liabilities for distributions under RSA 304-C:94 and RSA 304-C:105; and||(c) Unless an operating agreement provides otherwise, to members first for the return of their contributions and second respecting their limited liability company interests.||III. Distributions to members and former members under subparagraph II(b) shall be allocated in accordance with RSA 304-C:95.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:142 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:142 - Certificate of Cancellation of Certificate of Formation.

    304-C:142 Certificate of Cancellation of Certificate of Formation. –||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 name of the limited liability company;||(b) The reason for filing the certificate of cancellation;||(c) The effective date, if it is not to be effective upon the filing; and||(d) Any other information the members or managers filing the certificate shall deem proper.||III. If the certificate specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document becomes effective at the time it is received on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:143 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:143 - Dispositions of Known Claims Against Dissolved Limited Liability Company.

    304-C:143 Dispositions of Known Claims Against Dissolved Limited Liability Company. –||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 effective date of its dissolution, notify claimants who have known claims against it by sending them by regular mail a written notice of its dissolution. The written notice of dissolution shall:||(a) State the effective date of the dissolution;||(b) State the deadline, which may not be fewer than 120 days after the date of the written notice, by which the limited liability company must receive a written claim from the claimant;||(c) Describe the information that must be included in the written claim, which information shall include only information that is reasonable for the limited liability company to require of the claimant;||(d) Provide a mailing address where the written claim shall be sent; and||(e) State that the claim will be barred if the limited liability company does not receive the written claim by the deadline set forth pursuant to subparagraph (b).||III. A known claim against the limited liability company shall be barred if the limited liability company gives the claimant a written notice under paragraph II and the claimant fails to deliver a written claim to the limited liability company by the deadline set forth in subparagraph II(b).||IV. A known claim against the limited liability company shall be barred if:||(a) The limited liability company gives a claimant a written notice of a known claim in accordance with paragraph II.||(b) The claimant delivers a written claim to the limited liability company by the deadline set forth in subparagraph II(b);||(c) The limited liability company provides the claimant with a written rejection of the written claim within 30 days after receiving the written claim; and||(d) The claimant fails to commence a proceeding against the limited liability company to enforce the claim within 90 days after the date of the rejection notice.||V. For purposes of this subdivision, a "known claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:144 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:144 - Disposition of Unknown Claims Against Dissolved Limited Liability Company.

    304-C:144 Disposition of Unknown Claims Against Dissolved Limited Liability Company. –||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 business and internal affairs. In this notice, it shall request that persons with claims against it present them to it in accordance with the notice.||(a) The notice must be published once in a newspaper of general circulation in the county where the limited liability company's principal office, or, if none in this state, its registered office, is located.||(b) The notice must state the effective date of the limited liability company's dissolution.||(c) The notice must contain the information that must be included in a claim, which information shall include only information that is reasonable for the limited liability company to require of the claimant.||(d) The notice must provide a mailing address where the claim shall be sent.||(e) The notice must state that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced by the third anniversary of the effective of the limited liability company's dissolution.||III. If the limited liability company publishes a newspaper notice in accordance with paragraph II, the claim of each of the following claimants shall be barred unless the claimant commences a proceeding to enforce the claim against the limited liability company within 3 years after the publication date of the notice:||(a) A claimant with an unknown claim against the limited liability company.||(b) A claimant with a known claim against the limited liability company who did not receive written notice from the limited liability company under RSA 304-C:143, II.||(c) A claimant with a known claim against the limited liability company who sent a timely written claim to the limited liability company under RSA 304-C:143, II but whose written claim was not acted on by the limited liability company.||(d) A claimant with a claim against the limited liability company whose claim is contingent or based on an event occurring after the effective date of the limited liability company's dissolution.||IV. A claim may be enforced under this section:||(a) Against the limited liability company to the extent of its undistributed assets; or||(b) If the limited liability company has distributed its assets in liquidation, against a member of the limited liability company to the extent of the member's pro rata share of the claim or the assets of the limited liability company distributed to the member in liquidation, whichever is less. However, a member's total liability for all claims under this section shall not exceed the total amount of assets distributed to the member.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:145 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:145 - Late Reinstatements-In General.

    304-C:145 Late Reinstatements-In General. –||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 as the secretary of state may require.||II. Notice of the late reinstatement shall be published one time in a newspaper of general circulation in the county where the dissolved limited liability company's principal office, or, if none in this state, its registered office, is or was last located or the secretary of state's Internet website. The notice shall:||(a) Indicate that all interested parties are encouraged to submit comments.||(b) Include the mailing address of the secretary of state.||III. If the secretary of state determines that the information submitted in the application for late reinstatement is correct, that the limited liability company has made the notice required under paragraph II, that the application is accompanied by the fee required under RSA 304-C:191, II(f), and that the limited liability company should be reinstated, the secretary of state shall cancel the notice of dissolution and prepare a notice of reinstatement that recites the determination and the effective date of reinstatement and mail the notice to the limited liability company.||IV. If the application for reinstatement included a change of name of the limited liability company, the notice shall set forth the change of name of the limited liability company and the fee required pursuant to RSA 304-C:191, II(d), and the notice shall constitute an amendment to the certificate of formation. If the application for reinstatement included a change of the registered agent, the notice shall set forth the name of the new registered agent and the fee required pursuant to RSA 304-C:191, II(b).||V. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the limited liability company resumes carrying on its business as if the administrative dissolution had never occurred.|||Source. 2012, 232:2, eff. Jan. 1, 2013. 2015, 273:12, eff. Jan. 1, 2016. 2018, 221:12, eff. Aug. 7, 2018.|
NH Rev Stat § 304-C:146 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:146 - Appeals From Denials of Late Reinstatements.

    304-C:146 Appeals From Denials of Late Reinstatements. –||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 company may appeal the denial of reinstatement to the superior court within 30 days after service of the notice of denial is perfected.||III. The limited liability company shall appeal the denial by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the limited liability company's application for reinstatement, and the secretary of state's notice of denial.||IV. The court may summarily order the secretary of state to reinstate the dissolved limited liability company or may take other action the court considers appropriate.||V. The court's final decision may be appealed as in other civil proceedings.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:147 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:147 - Statutory Conversion-Definition.

    304-C:147 Statutory Conversion-Definition. –||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 same business entity after the statutory conversion as before.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:148 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:148 - Other Business Entity; Converting Business Entity.

    304-C:148 Other Business Entity;  Converting Business Entity. –||I. An other business entity means an entity whose business organization form is not the limited liability company business organization form.||II. A converting business entity means an other business entity that intends to make or that makes a statutory conversion of its business organization form to the limited liability company form.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:150 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:150 - Approvals of Statutory Conversions of Limited Liability Companies to Other Business Entities.

    304-C:150 Approvals of Statutory Conversions of Limited Liability Companies to Other Business Entities. –||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 conversion in accordance with this section; and (2) the fulfillment of the requirements for a statutory conversion under the statute governing entities having the other business organization form.||II. If the limited liability company agreement specifies the manner of authorizing a statutory conversion of a business entity that is a limited liability company under this act, the statutory conversion shall be authorized as specified in the limited liability company agreement of that entity.||III. If the limited liability company agreement of the limited liability company referred to in paragraph II does not specify the manner of authorizing a statutory conversion of the limited liability company and does not prohibit a statutory conversion of the limited liability company, the statutory conversion shall be authorized in the same manner as is specified in the limited liability company agreement for authorizing a merger that involves the limited liability company as a constituent party to the merger.||IV. If the limited liability company agreement of the limited liability company referred to in paragraph II does not specify the manner of authorizing a statutory conversion of the limited liability company or a merger that involves the limited liability company as a constituent party and does not prohibit a statutory conversion of the limited liability company, the statutory conversion shall be authorized by majority vote of the members of the limited liability company, or, if there is more than one class or group of members, then by each class or group of members, in either case, by majority vote of the members in each class or group.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:151 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:151 - Events of Dissociation of Individuals Who are Members of Single-Member Limited Liability Companies.

    304-C:151 Events of Dissociation of Individuals Who are Members of Single-Member Limited Liability Companies. –||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.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:152 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:152 - Effect of Withdrawal of Member of Single-Member Limited Liability Company.

    304-C:152 Effect of Withdrawal of Member of Single-Member Limited Liability Company. –||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 appoints for this purpose and that accepts this appointment.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:153 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:153 - Successor to Deceased Member of Single-Member Limited Liability Company Becomes Member.

    304-C:153 Successor to Deceased Member of Single-Member Limited Liability Company Becomes 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.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|