reglab/statecodes huggingface dataset:
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:55 - Members' and Managers' Rights to Limited Liability Company Information, Etc.

304-C:55 Members' and Managers' Rights to Limited Liability Company Information, Etc. –
I. For any purpose reasonably related to the member's membership, each member of a limited liability company shall have the right, subject to paragraph II, to obtain from the limited liability company from time to time upon reasonable demand:
(a) Accurate and full information regarding the status of the business and internal affairs of the limited liability company;
(b) Promptly after becoming available, a copy of the limited liability company's federal, state, and local income tax return for each year for which the limited liability company has filed a return;
(c) A current list of the name and last known business, residence, or mailing address of each member and manager;
(d) A copy of any written operating agreement and certificate of formation of the limited liability company and all amendments to these documents, together with signed copies of any written powers of attorney under which the operating agreement, any certificate of formation, and any amendment to these documents has been signed;
(e) Accurate and full information regarding (1) the amount of cash and a description and statement of the agreed value of any other property or services which a member has contributed to the limited liability company or which a member has agreed to contribute in the future; and (2) the date on which each became a member; and
(f) Other information regarding the business and internal affairs of the limited liability company that is just and reasonable to provide to the member.
II. Rights provided under paragraph I shall be subject to any reasonable standards that are set forth in an operating agreement or established by the manager or, if there is no manager, by the members. These may include standards governing what information and documents are to be furnished, at what time and location, and at whose expense.
III. Each manager shall have the right to examine all of the information described in paragraph I for any purpose reasonably related to the position of manager.
IV. The manager of a limited liability company shall have the right to keep confidential from the members, for such period of time as the manager deems reasonable:
(a) Information which the manager reasonably believes to be in the nature of trade secrets;
(b) Other information if the manager believes in good faith that the disclosure (1) is not in the best interest of the limited liability company or (2) could damage the limited liability company or its business; and
(c) Information which the limited liability company is required by law or by agreement with a third party to keep confidential.
V. A limited liability company may maintain its records in digital form if they are capable of conversion into written form within a reasonable time.
VI. Any demand by a member under this section shall be in writing and shall state the purpose of the demand.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:56 - Actions in the Superior Court to Enforce Rights Under RSA 304-C:55.

304-C:56 Actions in the Superior Court to Enforce Rights Under RSA 304-C:55. –
I. Unless the operating agreement provides otherwise:
(a) Any action to enforce any right arising under this section shall be brought in the superior court.
(b) If (1) the limited liability company refuses a demand by a member to obtain information under RSA 304-C:55, I or by a manager to examine information described under that section or (2) the limited liability company does not reply to the demand within 5 business days after receiving it, or any shorter or longer period of time that is provided for in an operating agreement, but not longer than 30 business days, the demanding member or manager may apply to the superior court for an order to compel the disclosure of the information.
(c) The superior court is hereby vested with exclusive jurisdiction to determine whether or not a person seeking information under RSA 304-C:55 is entitled to the information.
(d) The superior court may summarily order the limited liability company to permit the demanding member to obtain or the demanding manager to examine the information described in RSA 304-C:55, I and to make copies or abstracts of documents containing this information.
(e) The superior court may summarily order the limited liability company to furnish to the demanding member or manager the information described in RSA 304-C:55, I on the condition that the demanding member or manager first pay to the limited liability company the reasonable cost of obtaining and furnishing the information and on such other conditions as the superior court deems appropriate.
(f) When a demanding member seeks to obtain or a manager seeks to examine the information described in RSA 304-C:55, I the demanding member or manager shall first establish (1) that the demanding member or manager has complied with the provisions of this section respecting the form and manner of making demand for obtaining or examining of such information; and (2) that the information the demanding member or manager seeks is reasonably related to the member's interest as a member or to the manager's position as a manager.
(g) The superior court may, in its discretion, prescribe any limitations or conditions with reference to the obtaining or examining of information and may award any other relief which the superior court deems just and proper.
(h) The superior court may order books, documents, and records, pertinent extracts of them or duly authenticated copies of them to be brought into this state and to be kept in this state upon such terms and conditions as the order may prescribe.
II. The provisions of RSA 304-C:55, II shall not be construed to limit the ability of any court to impose restrictions on the rights of a member or manager to obtain information by any other means permitted under this act.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:57 - Certificates of Membership Rights, Etc.

304-C:57 Certificates of Membership Rights, Etc. –
An operating agreement may provide that the limited liability company may issue certificates evidencing:
I. Membership rights, including limited liability company interests; and
II. Other rights relating to a limited liability company, including a limited liability company interest that has been transferred in accordance with the provisions of the operating agreement or this act.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:58 - Rights and Duties of Members.

304-C:58 Rights and Duties of Members. –
Unless the operating agreement provides otherwise, a member of a limited liability company shall have the rights and duties of members as provided in this act.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:59 - Resolution of Disputes About the Status of Persons as Members.

304-C:59 Resolution of Disputes About the Status of Persons as Members. –
Any dispute as to whether a person was or is or will be entitled to become a member of a limited liability company and as to when the person was admitted or will be entitled to be admitted as a member shall be resolved in a proceeding in the superior court.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:60 - Meetings of Members; Written Votes.

304-C:60 Meetings of Members;  Written Votes. –
I. Unless the operating agreement provides otherwise, meetings of members may be held by means of telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting under this paragraph shall constitute presence in person at the meeting.
II. Unless the operating agreement provides otherwise, on any matter that is to be voted on by members, the members may cast their votes in a writing without a meeting and without prior notice if the votes taken without a meeting are not less than the minimum number of votes that would be necessary to decide the matter at a meeting at which all members entitled to vote on the matter were present and voted.
III. Unless the operating agreement provides otherwise, on any matter that is to be voted on by members, the members may vote in person or by proxy. Any such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law.
IV. Unless the operating agreement provides otherwise, a vote transmitted by electronic transmission by a member or by a person or persons authorized to act for a member shall be deemed to be written and signed for purposes of this section.
V. For purposes of paragraph IV, the term "electronic transmission" means any form of communication:
(a) Which does not directly involve the physical transmission of paper that creates a record that may be retained, retrieved, and reviewed by a recipient of the paper; and
(b) Which may be directly reproduced in paper form by a recipient through an automated process.
VI. Unless the operating agreement provides otherwise, a quorum for a meeting of members shall be the number of members holding one more than one-half of the votes held by all of the members.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:61 - Notices for Member Meetings and Voting Procedures.

304-C:61 Notices for Member Meetings and Voting Procedures. –
An operating agreement that grants the members a right to vote may set forth provisions relating to (i) notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any members, (ii) waiver of any such notice, (iii) action by vote without a meeting, (iv) the establishment of a record date, (v) quorum requirements, (vi) voting in person or by proxy, or (vii) any other matter with respect to the exercise of any such right to vote.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:62 - General Meetings Upon Demand by Members.

304-C:62 General Meetings Upon Demand by Members. –
I. Unless the operating agreement provides otherwise, and subject to paragraph II, there shall be, within 30 days after a written demand by any member, a meeting of the members to consider the business and internal affairs of the limited liability company and to take any action permitted to be taken by the members by law, or under the operating agreement.
II. No meeting shall be required under paragraph I if there has been such a meeting within 240 days before delivery of the demand under that section.
III. In addition to any other business that may come before a meeting under paragraph I:
(a) The persons having management of the limited liability company shall report on the business and internal affairs of the company during the meeting; and
(b) They shall either make available in writing at the meeting the information listed in RSA 304-C:55, I(a)-(e) or be prepared to respond promptly in writing to demands for information under RSA 304-C:55.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:63 - Special Meetings Upon Demand by Members.

304-C:63 Special Meetings Upon Demand by Members. –
Unless the operating agreement provides otherwise:
I. A special meeting of the members may be convened by a manager or by 2 or more members for any purpose or purposes that are set forth in a written notice of the meeting.
II. The person or persons calling the meeting shall provide a notice of it to the members at least 10 days before the date of the meeting. The notice shall set forth the date, time, and place of the meeting and its purpose or purposes.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:64 - Vote, Majority Vote, Etc.-Definitions.

304-C:64 Vote, Majority Vote, Etc.-Definitions. –
I. For purposes of this subdivision, the term "vote" shall mean any expression of approval, consent, or dissent, whether by voice, by show of hand, in writing, or otherwise.
II. Unless an operating agreement provides otherwise, amajority vote of the membersmeans an affirmative vote by members holding a majority of member votes. The number of member votes held by each member shall be determined under RSA 304-C:65, II.
III. Amajority vote of the other membersmeans an affirmative vote of members holding a majority of member votes exclusive of those held by a specified member.
IV. With respect to any limited liability company matter, adisinterested membermeans a member with no material financial or other interest in the matter except in the member's capacity as a member.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:65 - Members' Voting Power.

304-C:65 Members' Voting Power. –
I. Voting by members may be on a per capita, number, profits, financial interest, class, group, or any other basis.
II. Unless the operating agreement provides otherwise, the number of votes that each member shall be entitled to cast on each matter on which the members may vote shall be proportionate to the member's share of contributions of cash, property, and services to the limited liability company in connection with its formation.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:66 - Matters That the Members May Decide by Vote.

304-C:66 Matters That the Members May Decide by Vote. –
I. Unless the operating agreement provides otherwise, the members of member-managed multi-member limited liability companies may decide by vote all matters related to the limited liability company.
II. Unless the operating agreement provides otherwise, the following types of matters shall require the affirmative vote of the members of manager-managed limited liability companies:
(a) Whether to compromise a member's promise to make a contribution to the limited liability company;
(b) Whether the limited liability company shall indemnify a member or other person;
(c) Whether the limited liability company shall admit a new member;
(d) Whether a member may transfer or pledge all or any part of the member's membership rights, except that, unless the operating agreement provides otherwise, a member may transfer all or any part of the member's limited liability company interest without a vote by the other members;
(e) Whether the limited liability company interest may grant additional membership rights to a member;
(f) Whether to remove a manager;
(g) Whom to appoint to replace a manager who has ceased to be a manager;
(h) Whether and on what terms the limited liability company may sell all or substantially all of its assets outside the ordinary course of business;
(i) Whether and on what terms the limited liability company may change its business organization form under RSA 304-C:149;
(j) Whether and on what terms the limited liability company may participate in a merger;
(k) Whether and on what terms the limited liability company may be dissolved; and
(l) Whether a member may take an action that breaches the member's duty of loyalty or any duty subsidiary to that duty.
III. Unless the operating agreement provides otherwise, all matters not reserved for decision by the members under paragraph II and RSA 304-C:70 shall be reserved for decision by the managers.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:67 - Voting Requirements.

304-C:67 Voting Requirements. –
I. Unless paragraph II, RSA 304-C:68, RSA 304-C:69, RSA 304-C:87, V, or RSA 304-C:120, or the operating agreement provide otherwise, all matters that this act reserves for decision by the members shall be decided by majority vote of the members.
II. Unless the operating agreement provides otherwise, the affirmative vote of all members shall be required to:
(a) Amend a certificate of formation;
(b) Amend an operating agreement;
(c) Amend a promise to make a contribution;
(d) Grant additional membership rights to a member; or
(e) Admit a new member.
Source.
2012, 232:2, eff. Jan. 1, 2013. 2016, 246:3, eff. Aug. 9, 2016.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:68 - Matters Requiring Unanimous Vote of the Other Members.

304-C:68 Matters Requiring Unanimous Vote of the Other Members. –
Unless the operating agreement provides otherwise, matters reserved for decision by vote of members other than a specified member or members shall be decided by unanimous vote of the other members in accordance with RSA 304-C:100, II, RSA 304-C:100, III, RSA 304-C:121, RSA 304-C:122, I, and RSA 304-C:124.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:69 - Matters Requiring Majority Vote of the Disinterested Members.

304-C:69 Matters Requiring Majority Vote of the Disinterested Members. –
Unless the operating agreement provides otherwise, matters reserved for decision by vote of the disinterested members shall be decided by majority vote of the disinterested members in accordance with RSA 304-C:117, II.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:70 - Permissibility of Actions Not Requiring Member Votes.

304-C:70 Permissibility of Actions Not Requiring Member Votes. –
An operating agreement may provide for the taking of an action, including the amendment of the operating agreement, without the vote or approval of any member or class or group of members, including an action to create a class or group of limited liability company interests under the provisions of the operating agreement that was not previously outstanding.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:71 - Right of Members to Vote Separately.

304-C:71 Right of Members to Vote Separately. –
An operating agreement may grant to all or certain identified members or a specified class or group of the members the right to vote separately or with all or any class or group of the members or managers, on any matter.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:72 - Appointment of Managers.

304-C:72 Appointment of Managers. –
A person shall be named or designated as a manager of the limited liability company as provided in RSA 304-C:48.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:73 - Contributions by Managers.

304-C:73 Contributions by Managers. –
A manager of a limited liability company who is a member may make contributions to the limited liability company as a member and may share as a member in the profits and losses of the limited liability company and in distributions from it.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:74 - Offices and Responsibilities of Managers.

304-C:74 Offices and Responsibilities of Managers. –
Unless the operating agreement provides otherwise, the managers shall have general responsibility for the management of the limited liability company.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:75 - Duration of Managers' Terms.

304-C:75 Duration of Managers' Terms. –
Unless the operating agreement provides otherwise, the duration of a manager's term shall be indefinite and shall terminate only upon the manager's death, resignation, or removal.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:76 - Classes of Managers.

304-C:76 Classes of Managers. –
I. An operating agreement may provide for classes or groups of managers having such relative rights, powers, and duties as the operating agreement may provide.
II. An operating agreement may make provision for the future creation, in the manner provided in the operating agreement, of additional classes or groups of managers having such relative rights, powers, and duties as may from time to time be established under the operating agreement, including rights, powers, and duties senior to existing classes and groups of managers.
III. An operating agreement may identify managers as directors or officers rather than as managers.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:77 - Permissibility of Manager Actions Not Requiring Manager Votes.

304-C:77 Permissibility of Manager Actions Not Requiring Manager Votes. –
An operating agreement may provide for the taking of an action, including the amendment of the operating agreement, without the vote or approval of any manager or class or group of managers, including an action to create under the provisions of the operating agreement a class or group of membership rights, including limited liability company interests, that was not previously outstanding.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:78 - Managers' Voting Power.

304-C:78 Managers' Voting Power. –
Unless the operating agreement provides otherwise, each manager shall have one vote on each matter that the managers may decide by vote.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:79 - Managers' Voting Requirement.

304-C:79 Managers' Voting Requirement. –
Unless the operating agreement provides otherwise, each matter that the managers may decide by vote shall be decided by vote of a majority of the managers by number.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:80 - Right of Managers to Vote Separately.

304-C:80 Right of Managers to Vote Separately. –
An operating agreement may grant to all or certain identified managers or a specified class or group of the managers the right to vote, separately or with all or any class or group of managers or members, on any matter.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:81 - Notices for Manager Meetings, Etc.

304-C:81 Notices for Manager Meetings, Etc. –
An operating agreement that grants to managers a right to vote may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any manager or class or group of managers, waiver of any such notice, action by vote without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of a right to vote.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:82 - Meetings of Managers.

304-C:82 Meetings of Managers. –
I. Unless the operating agreement provides otherwise, meetings of managers may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting under this paragraph shall constitute presence in person at the meeting.
II. Unless the operating agreement provides otherwise, on any matter that is to be voted on by managers, the managers may take the vote without a meeting and without prior notice if the vote is recorded in a writing setting forth the action so taken and is signed by all of the managers.
III. Unless the operating agreement provides otherwise, a vote transmitted by electronic transmission by a manager or by a person or persons authorized to act for a manager shall be deemed to be written and signed for purposes of this section.
IV. For purposes of this section, the term "electronic transmission" shall have the meaning set forth in RSA 304-C:60, V.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:83 - Delegations by Managers.

304-C:83 Delegations by Managers. –
Unless the operating agreement provides otherwise:
I. The managers may delegate their rights, powers, and authority to third parties; and
II. The managers may designate these third parties as officers of the limited liability company and may endow them with such duties and authority as the managers deem appropriate.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:84 - Manager Resignations.

304-C:84 Manager Resignations. –
Unless the operating agreement provides otherwise, a manager may resign without liability upon 15 days' written notice to the limited liability company and the members.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:85 - Permitted Forms of Contributions.

304-C:85 Permitted Forms of Contributions. –
The contribution of a member to a limited liability company may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:86 - Valuations of Non-Cash Contributions.

304-C:86 Valuations of Non-Cash Contributions. –
I. Upon the admission of any member whose contribution is or will be in any form other than money, or who is admitted to membership without contribution, or when a member makes an additional contribution in any form other than money, the persons having management of the limited liability company shall determine and shall state in writing the dollar value of the contribution or that there was no contribution.
II. After a determination under paragraph I, the determination shall, in the absence of fraud, be conclusive as to the value of the contribution or the fact that there was no contribution.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:87 - Liability of Members for Promised Contributions.

304-C:87 Liability of Members for Promised Contributions. –
I. Unless the operating agreement provides otherwise, a promise by a member to contribute to the limited liability company shall not be enforceable unless set forth in a writing signed by the member.
II. Unless the operating agreement provides otherwise, a member shall be obligated to a limited liability company to perform any enforceable promise to contribute cash or property or to perform services even if the member is unable to perform the promise because of death, disability, or any other reason.
III. Unless the operating agreement provides otherwise, if a member does not make a required contribution of property or services, the member shall be obligated at the option of the limited liability company to contribute cash equal to that portion of the agreed value of the contribution that has not been made.
IV. Unless the operating agreement provides otherwise, the option provided under paragraph III shall be in addition to, and not instead of, any other rights that the limited liability company may have against the member under the operating agreement or applicable law, including the right to specific performance.
V. Unless the operating agreement provides otherwise, the obligation of a member to make a contribution to the limited liability company or to return to the limited liability company money or other property that the limited liability company has paid or distributed to the member in violation of this act shall be compromised only by the affirmative vote of all the members.
VI. Notwithstanding a compromise of an obligation under paragraph V, a creditor who extends credit to the limited liability company or who otherwise acts in reliance on that obligation after the member signs a writing that reflects the obligation but before the compromise may enforce the original obligation.
VII. An operating agreement may provide that a member who fails to make a contribution that the member is obligated to make shall be subject to specified penalties or specified consequences because of the failure.
VIII. Unless the operating agreement provides otherwise, a penalty or consequence under paragraph VII may take the form of reducing or eliminating the member's proportionate membership rights in a limited liability company, subordinating the member's membership rights to that of nondefaulting members, a forced sale of the member's membership rights, forfeiture of the member's membership rights, the lending by other members of the amount necessary to meet the member's commitment, a fixing of the value of the member's membership rights by appraisal or by formula and redemption or sale of the member's membership rights at that value, or any other penalty or consequence.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:88 - Remedies for Breaches of Operating Agreements by Members, Etc.

304-C:88 Remedies for Breaches of Operating Agreements by Members, Etc. –
I. An operating agreement may provide that a member 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 consequences.
II. An operating agreement may provide that at the time or upon the occurrence of events specified in the operating agreement, a member shall be subject to specified penalties or specified consequences, including those set forth in RSA 304-C:87, VII.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:89 - Allocations-Definition.

304-C:89 Allocations-Definition. –
Unless the operating agreement provides otherwise, an allocation by the limited liability company to its members of its profits and losses shall mean an apportionment to the members of their respective shares of these profits and losses on the books of the limited liability company.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:90 - Formula for Allocations of Profits and Losses.

304-C:90 Formula for Allocations of Profits and Losses. –
I. The profits and losses of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in the operating agreement.
II. Unless the operating agreement provides otherwise, profits and losses shall be allocated on the basis of the agreed value, as of the date of contribution, of the contributions made by each member to the extent that the limited liability company has received these contributions and has not returned them in a return specifically identified in writing as a return of a capital contribution.
Source.
2012, 232:2, eff. Jan. 1, 2013. 2016, 246:4, eff. Aug. 9, 2016.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:91 - Distribution, Etc.-Definitions.

304-C:91 Distribution, Etc.-Definitions. –
Unless the operating agreement provides otherwise, the following terms shall have the following meanings:
I.
Distribution. A distribution by the limited liability company to a member shall mean any transfer of its cash or other assets to the member except:
(a) Payments to a member relating to a transaction between the limited liability company and a member acting in a capacity other than as a member;
(b) Payments to a member made without regard to the limited liability company's profit or loss for services to or for the limited liability company or for the limited liability company's use of the member's capital; and
(c) Payments to a member under a limited liability company's indemnification obligations as referenced in RSA 304-C:116 or a limited liability company's obligation to advance expenses as referenced in RSA 304-C:117.
II.
Interim Distribution. An interim distribution to a member shall mean any distribution except a liquidating distribution, as defined in paragraph III.
III.
Liquidating Distribution. A liquidating distribution shall mean a distribution in connection with:
(a) The limited liability company's partial or complete redemption of a member's membership rights; or
(b) The limited liability company's dissolution and liquidation.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:92 - Members as Creditors With Respect to Certain Distributions.

304-C:92 Members as Creditors With Respect to Certain Distributions. –
Subject to RSA 304-C:93 and RSA 304-C:141, and unless the operating agreement provides otherwise, at the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of a limited liability company with respect to the distribution.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:93 - Limitations on Distributions.

304-C:93 Limitations on Distributions. –
I. A limited liability company shall not make a distribution to a member to the extent that at the time of the distribution, after giving effect to the distribution, the company would not be able to pay its debts as they become due.
II. (a) A member who receives a distribution in violation of paragraph I, and who knew at the time of the distribution that it violated paragraph I, shall be liable to a limited liability company for the amount of the distribution, but only to the extent that the distribution exceeded the amount that could have been properly paid under paragraph I.
(b) A member who receives a distribution in violation of paragraph I, and who did not know at the time of the distribution that the distribution violated paragraph I shall not be liable for any amount of the distribution.
Source.
2012, 232:2, eff. Jan. 1, 2013. 2016, 246:5, eff. Aug. 9, 2016.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:94 - Interim Distributions.

304-C:94 Interim Distributions. –
I. Unless the operating agreement provides otherwise, a member-managed multi-member limited liability company shall make interim distributions at such times and in such aggregate amounts as determined by majority vote of the members from time to time.
II. Unless the operating agreement provides otherwise, a manager-managed multi-member limited liability company shall make interim distributions at such times and in such aggregate amounts as determined by majority vote of the managers from time to time.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:95 - Allocations of Distributions.

304-C:95 Allocations of Distributions. –
I. Distributions by a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in the operating agreement.
II. Unless the operating agreement provides otherwise, distributions shall be made on the basis of the agreed value, as of the date of contribution, of the contributions made by each member to the extent the limited liability company has received these contributions and has not returned them in a return specifically identified in writing as a return of a capital contribution.
Source.
2012, 232:2, eff. Jan. 1, 2013. 2016, 246:6, eff. Aug. 9, 2016.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:96 - Form of Distributions.

304-C:96 Form of Distributions. –
I. Unless the operating agreement provides otherwise, and in any case subject to the limitations provided in paragraph II, a member that has a right to a distribution, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from a limited liability company in any particular form, including a cash or in kind distribution.
II. Unless the operating agreement provides otherwise, a limited liability company shall not require a member to accept a distribution of any asset in kind to the extent that the percentage of the asset distributed to the member exceeds the percentage in which the member shares in distributions from the limited liability company.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:97 - Record Dates for Distributions.

304-C:97 Record Dates for Distributions. –
I. An operating agreement may provide for the establishment of a record date with respect to distributions to its members.
II. Unless the operating agreement or a vote of the members or managers provide otherwise, the record date for a distribution shall be the date on which the members or managers declare or vote in favor of the distribution, as the case may be.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:98 - Dissociation-Definition.

304-C:98 Dissociation-Definition. –
Subject to the provisions of RSA 304-C:105 and RSA 304-C:153, the dissociation of a member shall mean the termination of all of the member's membership rights except:
I. The member's limited liability company interest; and
II. The rights identified in RSA 304-C:99.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:99 - Certain Effects of Dissociation.

304-C:99 Certain Effects of Dissociation. –
I. If, after dissociation, a former member retains all or any part of the former member's limited liability company interest, the former member shall be entitled to the following rights:
(a) Subject to reasonable restrictions as determined from time to time by the limited liability company, the former member shall be entitled to inspect and copy at the former member's own expense all information reasonably relevant to allocations and distributions to the former member in respect of the former member's limited liability company interest.
(b) Unless the operating agreement provides otherwise, the former member may invoke the dispute resolution provisions of RSA 304-C:186 with respect to the former member's limited liability company interest.
II. Subject to any contrary provision in RSA 304-C:106 through RSA 304-C:117 and unless the operating agreement provides otherwise, a member who has been dissociated from a limited liability company shall have no fiduciary or other duties to the limited liability company.
III. A person who has been dissociated from the limited liability company shall have no liabilities to the limited liability company except liabilities that accrued to the member before the member's dissociation and that were not discharged before or concurrent with the member's dissociation.
Source.
2012, 232:2, eff. Jan. 1, 2013. 2016, 246:7, eff. Aug. 9, 2016. 2018, 222:1, eff. Aug. 7, 2018.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 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.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 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.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 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.