reglab/housing_qa huggingface dataset:
NH Rev Stat § 304-C:116 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:116 - Indemnification.

    304-C:116 Indemnification. –||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 or threatened to be made a named defendant or respondent in a proceeding because the member, manager, or other person acted on behalf of the limited liability company, against liability for a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding, if:||(a) The member, manager, or person conducted himself or herself in accordance with contractual good faith; and||(b) The member, manager, or person reasonably believed his or her conduct was not opposed to the best interest of the limited liability company.||II. A limited liability company may not indemnify a member, manager, or other person under paragraph I:||(a) In connection with a proceeding by or in the right of the limited liability company in which the person was judged liable to the limited liability company; or||(b) In connection with any other proceeding charging the person with a breach of the duty of loyalty, whether or not involving action on behalf of the limited liability company, in which the person was adjudged liable for the breach.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:117 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:117 - Advancement of Legal Costs, Etc.

    304-C:117 Advancement of Legal Costs, Etc. –||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 relationship to the limited liability company:||I. If the operating agreement so provides; or||II. If a majority of the disinterested members so vote.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:118 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:118 - Transfers, Etc.-Definitions.

    304-C:118 Transfers, Etc.-Definitions. –||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 transfer, whether by will, trust, or otherwise, taking effect upon the death of the member; and||(c) A transfer by operation of law, including a transfer in connection with a merger of a member that is an entity into another entity, by execution of legal process, or under a divorce or bankruptcy decree.||II. The term "transfer" shall not include redemptions or pledges of membership rights.||III. A redemption of a member's membership rights shall mean the extinguishment of those rights in exchange for a distribution of cash, other property, or other consideration from the limited liability company to the member.||IV. A grant of membership rights shall mean their issuance by the limited liability company to a member or other person.||V. A pledge shall mean an arrangement under which a member provides another person with an interest in all or any portion of the member's membership rights in order to secure an obligation of the member.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:119 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:119 - Nature of Membership Rights, Etc.

    304-C:119 Nature of Membership Rights, Etc. –||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 liability company interests, are personal and non-transferable except to the extent that a transferee may succeed to membership rights under the provisions of RSA 304-C:121, RSA 304-C:123, or RSA 304-C:124.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:120 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:120 - Limited Liability Company Grants of Membership Rights.

    304-C:120 Limited Liability Company Grants of Membership Rights. –||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 members.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:121 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:121 - Transfers of Membership Rights.

    304-C:121 Transfers of Membership Rights. –||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 favor of the transfer of the membership rights, unless the transferee is admitted as a member of the limited liability company under the provisions of RSA 304-C:53, the transferee shall not be entitled to exercise the transferred management rights.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:122 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:122 - Pledges of Membership Rights.

    304-C:122 Pledges of Membership Rights. –||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 or all of the membership rights of a member shall not cause the member to cease to be a member or to cease to have the power to exercise any rights or powers of a member.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:123 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:123 - Transfers or Pledges of Limited Liability Company Interests.

    304-C:123 Transfers or Pledges of Limited Liability Company Interests. –||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 transferee of a member's limited liability company interest shall not be entitled to participate in the management and affairs of a limited liability company or to exercise any other rights or powers of a member except rights in respect of the transferred limited liability company interest.||III. Unless the operating agreement provides otherwise, a limited liability company interest entitles the transferee to receive, to the extent transferred, the allocations and distributions to which the transferor would otherwise be entitled.||IV. Unless the operating agreement provides otherwise, and except to the extent assumed by agreement of the transferee of the limited liability company interest, until a transferee of a limited liability company interest becomes a member, the transferee shall have no liability as a member solely as a result of the transfer.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:124 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:124 - Right of Transferee of Limited Liability Company Interest or Other Membership Rights to Become a Member.

    304-C:124 Right of Transferee of Limited Liability Company Interest or Other Membership Rights to Become a Member. –||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 the unanimous vote of all of the members of the limited liability company other than the transferring member.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:125 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:125 - Miscellaneous Rights, Duties, and Liabilities of Transferors and Transferees of Membership Rights.

    304-C:125 Miscellaneous Rights, Duties, and Liabilities of Transferors and Transferees of Membership Rights. –||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 of a member to which the transferee is subject under the operating agreement or under this act.||II. Notwithstanding paragraph I, unless the operating agreement provides otherwise:||(a) Except as provided in subparagraph II(b), a transferee of membership rights who becomes a member shall not be liable for liabilities to the limited liability company or to other persons to which the transferor was subject before the transfer.||(b) A transferee of all of a member's membership rights who becomes a member shall be liable for the outstanding obligations of the transferor to make contributions to the limited liability company to which the transferor was subject before the transfer.||(c) Notwithstanding subparagraph (b), a transferee of all of a member's membership rights who becomes a member shall not be obligated for liabilities of the transferor to make contributions to the limited liability company that were unknown to the transferee at the time of the transfer and that the transferee could not reasonably ascertain from the operating agreement.||(d) A transferee of part or all of a member's membership rights who becomes a member shall not be liable for any obligation of the transferor to return to the limited liability company unlawful distributions to the transferor under RSA 304-C:93.||III. Unless the operating agreement provides otherwise, a transferor of part or all of the transferor's membership rights shall not be released from the liabilities of the transferor to the limited liability company or to other persons to which the transferor was subject before the transfer whether or not the transferee becomes a member.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:127 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:127 - Effect of Dissolution of Limited Liability Company.

    304-C:127 Effect of Dissolution of Limited Liability Company. –||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 internal affairs.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:128 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:128 - Dissolution, Winding Up and Liquidation-Definitions.

    304-C:128 Dissolution, Winding Up and Liquidation-Definitions. –||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 provided in RSA 304-C:127.||II. Winding up. The winding up of a limited liability company shall mean the process of concluding its existing business activities and all other activities in which it is engaged; concluding its internal affairs; and preparing for its liquidation.||III. Liquidation. The liquidation of a limited liability company shall mean the sale or other disposition of its assets and the distribution of these assets, or of the proceeds of the sale or other disposition of them, to its creditors and to the members.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:129 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:129 - Events of Dissolution-In General.

    304-C:129 Events of Dissolution-In General. –||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 liability company shall be dissolved as provided in the operating agreement. The effective date of the dissolution shall be the date of occurrence of the event or circumstance causing the dissolution under the operating agreement.||II. Unless the operating agreement provides otherwise, a limited liability company shall be dissolved by majority vote of the members. The vote shall be in writing and shall specify the effective date of the dissolution. If there is no such writing, the effective date of the dissolution shall be the date of the vote.||III. A limited liability company shall be dissolved if a court of competent jurisdiction enters a final decree of judicial dissolution under RSA 304-C:134 or RSA 304-C:135. The decree shall specify the effective date of the dissolution.||IV. A limited liability company shall be dissolved if the New Hampshire secretary of state issues a notice of administrative dissolution under RSA 304-C:136. The notice of administrative dissolution shall specify the effective date of the dissolution.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:130 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:130 - Revocation of Dissolution by Majority Vote of the Members.

    304-C:130 Revocation of Dissolution by Majority Vote of the Members. –||I. Notwithstanding the dissolution of a limited liability company by majority vote of the members, and unless the operating agreement provides otherwise, a limited liability company shall not be dissolved and its internal affairs shall not be wound up if, before the filing of a certificate of cancellation of the limited liability company in the office of the secretary of state, the limited liability company is continued by majority vote of the members.||II. A continuation of the limited liability company under paragraph I shall be retroactive to the effective date of the limited liability company's dissolution.||III. After the members have dissolved the limited liability company under RSA 304-C:129, I, they may revoke the dissolution at any time before completing the wind-up of the limited liability company.||IV. When a revocation of a dissolution becomes effective under paragraph I:||(a) The limited liability company shall be deemed to have carried on its business as if the dissolution had never occurred; and||(b) All of its otherwise legally valid actions during the period after its dissolution shall be deemed to have been legally valid.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:131 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:131 - Non-Dissolution of Single-Member Limited Liability Company.

    304-C:131 Non-Dissolution of Single-Member Limited Liability Company. –||I. Unless the operating agreement provides otherwise, upon the death of an individual who is the only member of a limited liability company, the individual's membership shall pass to the individual's estate and the limited liability company shall not be dissolved.||II. Unless the operating agreement provides otherwise, upon the dissolution of an entity that is the only member of a limited liability company or upon the termination of a trust that is the only member of a limited liability company, the membership of the limited liability company shall pass automatically to the successor in interest of the entity or trust and the limited liability company shall not be dissolved.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:132 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:132 - Non-Dissolution of Limited Liability Company Upon Member Dissociation.

    304-C:132 Non-Dissolution of Limited Liability Company Upon Member Dissociation. –||I. Unless the operating agreement provides otherwise and except as provided in paragraph II:||(a) The death, withdrawal, expulsion, bankruptcy, or dissolution of any member or the occurrence of any other event whose occurrence causes the dissociation of the member shall not cause the limited liability company to be dissolved or its internal affairs to be wound up; and||(b) Upon the occurrence of any such event, the limited liability company shall be continued without dissolution.||II. The resignation of the last remaining member of a limited liability company shall terminate the limited liability company's existence as an entity.|||Source. 2012, 232:2, eff. Jan. 1, 2013. 2016, 246:8, eff. Aug. 9, 2016.|
NH Rev Stat § 304-C:133 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:133 - Appointment of Successor Member Under Operating Agreement.

    304-C:133 Appointment of Successor Member Under Operating Agreement. –||An operating agreement may provide for the admission of a substitute member upon the dissociation of the last remaining member of a limited liability company.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:134 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:134 - Judicial Dissolution Upon Application by a Member.

    304-C:134 Judicial Dissolution Upon Application by a Member. –||I. Unless the operating agreement provides otherwise, upon application by a member, the superior court may decree the dissolution of a limited liability company in any of the following circumstances:||(a) It is not reasonably practicable for the limited liability company to carry on its business.||(b) A voting deadlock has occurred among the members and, upon the occurrence of the deadlock, the members have been unable to break the deadlock; and because of the deadlock, either irreparable injury to the limited liability company is threatened or being suffered or the limited liability company's business and internal affairs can no longer be conducted to its advantage.||II. In a proceeding brought under paragraph I, a court may order a remedy other than dissolution.||III. A member shall have the right to apply to the superior court to decree the dissolution of a limited liability company, and the superior court may issue such a decree, in any of the following circumstances:||(a) The limited liability company has procured its certificate of formation through fraud.||(b) The limited liability company has exceeded or abused its lawful authority under this act.||(c) The limited liability company has carried on, conducted, or transacted its business in a persistently fraudulent or illegal manner.||(d) The limited liability company has abused its power contrary to the public policy of the state.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:135 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:135 - Judicial Dissolution Upon Application by Attorney General.

    304-C:135 Judicial Dissolution Upon Application by Attorney General. –||The attorney general may apply to the superior court for a decree of dissolution of a limited liability company upon the occurrence of any of the grounds stated in RSA 304-C:134, III.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:136 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:136 - Administrative Dissolution.

    304-C:136 Administrative Dissolution. –||The secretary of state may administratively dissolve a limited liability company if:||I. For 2 consecutive years, the limited liability company does not pay within 60 days after they are due any annual report fees or penalties imposed by this act or other law;||II. The limited liability company for 2 consecutive years does not deliver its annual report to the secretary of state within 60 days after it is due;||III. The limited liability company is without a registered agent or registered office in this state for 60 days or more;||IV. The limited liability company does not notify the secretary of state within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or||V. The limited liability company's period of duration stated in its certificate of formation expires.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|
NH Rev Stat § 304-C:137 (2021)
2021 New Hampshire Revised Statutes|Title XXVIII - Partnerships|Title 304-C - Limited Liability Companies|Section 304-C:137 - Procedures for and Certain Effects of Administrative Dissolution.

    304-C:137 Procedures for and Certain Effects of Administrative Dissolution. –||I. If the secretary of state determines that one or more grounds exist under RSA 304-C:136 for dissolving a limited liability company, the secretary of state shall administratively dissolve the limited liability company by signing a notice of dissolution and mailing the notice and an application for reinstatement to the limited liability company at its principal address. The notice shall recite the grounds for the dissolution and the effective date of the dissolution.||II. The administrative dissolution of a limited liability company shall not terminate the authority of its registered agent.||III. Except with the written consent of the limited liability company, the secretary of state shall not, for a period of 120 days after the date of mailing of a notice of administrative dissolution under paragraph I, permit any individual or any corporation, limited liability company, or other business entity to assume:||(a) A name that is the same as or similar to the name of a limited liability company administratively dissolved under this section; or||(b) A trade name registered by the limited liability company under RSA 349.|||Source. 2012, 232:2, eff. Jan. 1, 2013.|