reglab/statecodes huggingface dataset:
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:5 - Transitional Provisions.

304-C:5 Transitional Provisions. –
I. This act shall govern domestic limited liability companies formed on and after January 1, 2013 and all foreign limited liability companies as of the effective date of this act.
II. Domestic limited liability companies formed on or before December 31, 2012 shall be governed by the New Hampshire limited liability company act until January 1, 2014. On and after January 1, 2014, this act shall govern all limited liability companies. However:
(a) If all of the members of any domestic limited liability company formed on or before December 31, 2012 elect, in writing, to be governed by this act as in effect on January 1, 2013, the domestic limited liability company shall be governed by this act as in effect on the effective date of the election.
(b) Notwithstanding any other provision of this section, a domestic limited liability company formed on or before December 31, 2012 shall be governed by its operating agreement, whether written, oral, or implied, to the extent that this operating agreement overrides any nonmandatory provision of the New Hampshire limited liability company act or of 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:7 - Certificate of Formation.

304-C:7 Certificate of Formation. –
"Certificate of formation" means the certificate referred to in RSA 304-C:31 as filed with the secretary of state and as amended or restated.
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:8 - Contribution.

304-C:8 Contribution. –
"Contribution" means any tangible or intangible property or benefit to the limited liability company, including cash, promissory notes, services performed, or to be performed, that a person contributes to a limited liability company in exchange for the member's membership rights or otherwise in his or her 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:9 - Foreign Limited Liability Company.

304-C:9 Foreign Limited Liability Company. –
"Foreign limited liability company" means a limited liability company formed under the laws of any state or under the laws of any foreign country or other foreign jurisdiction and denominated as such under the laws of such state or foreign country or other foreign jurisdiction.
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:11 - Limited Liability Company.

304-C:11 Limited Liability Company. –
"Limited liability company" and "domestic limited liability company" mean a limited liability company formed 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:12 - Limited Liability Company Interest.

304-C:12 Limited Liability Company Interest. –
"Limited liability company interest" means the right of a member to receive allocations of the profits or losses of a limited liability company and to receive distributions of the limited liability company's cash and other assets.
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:13 - Manager.

304-C:13 Manager. –
"Manager" means a person who is named or designated as a manager of a limited liability company in an operating agreement.
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:14 - Member.

304-C:14 Member. –
Unless the operating agreement provides otherwise, "member" means a person who has been admitted to a limited liability company as a member as provided in RSA 304-C:53 or, in the case of a foreign limited liability company, in accordance with the laws of the state or foreign country or other foreign jurisdiction under which the foreign limited liability company is organized. A member does not include:
I. A dissociated member.
II. A member that has transferred or otherwise disposed of all of the member's membership rights.
III. A member that has transferred or otherwise disposed of all of the member's membership rights except the member's limited liability company interest.
Source.
2012, 232:2, eff. Jan. 1, 2013. 2016, 246:1, eff. Aug. 9, 2016.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:15 - Membership Rights.

304-C:15 Membership Rights. –
"Membership rights" means the totality of the member's rights as a member under this act, including both economic rights, such as the member's limited liability company interest, and non-economic rights, such as the member's voting rights, if any.
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:16 - Operating Agreement.

304-C:16 Operating Agreement. –
"Operating agreement" means any agreement, including any amendments or restatements, whether referred to as a limited liability company agreement, operating agreement, or otherwise, of the member or members as to the internal affairs of a limited liability company or the conduct of its business.
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:17 - Person.

304-C:17 Person. –
"Person" means a natural person, partnership, limited liability company, foreign limited liability company, trust, business trust, estate, association, joint venture, corporation, custodian, nominee, or any other individual or entity in its own or any representative capacity.
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:18 - State.

304-C:18 State. –
"State" means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession, or other jurisdiction of the United States except the state of New Hampshire.
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:19 - Legal Status of Limited Liability Company as Entity; Duration of Entity Status.

304-C:19 Legal Status of Limited Liability Company as Entity;  Duration of Entity Status. –
I. A limited liability company formed under this act shall be a legal entity separate and distinct from its members.
II. The existence of a limited liability company as a separate legal entity shall continue until cancellation of the limited liability company's certificate of formation in accordance with RSA 304-C:142.
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:21 - Permitted Purposes.

304-C:21 Permitted Purposes. –
I. A limited liability company may be organized under this act for any lawful purpose except carrying on the business of banking, the construction and maintenance of railroads, the business of making contracts for the payment of money at a fixed date or upon the happening of some contingency, or the business of a trust, surety, indemnity, or safe deposit company.
II. If, however, the commissioner of the department of transportation enters an order finding that it shall be in the public good and subject to such terms and conditions as he or she may prescribe in the public interest, a limited liability company may be formed under this act to acquire, maintain, and operate any existing line or railroad or street railway within this state.
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:22 - Permitted Powers.

304-C:22 Permitted Powers. –
I. Unless the operating agreement provides otherwise, every limited liability company shall have the power to do all things necessary or convenient to carry out its activities, business, and internal affairs, including the capacity to sue and be sued in its own name.
II. Except as provided in paragraph III, the validity of an action taken by a limited liability company may not be challenged on the ground that the limited liability company lacks or lacked power to act.
III. A limited liability company's power to act may be challenged:
(a) In a proceeding by a member against the limited liability company to enjoin the act;
(b) In a proceeding by the limited liability company, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former member, manager, officer, employee, or agent of the company; or
(c) In a proceeding by the attorney general under RSA 304-C:135 to dissolve the limited liability company.
IV. In a member proceeding under RSA 304-C:22, III(a) to enjoin an unauthorized act of a limited liability company, the court may enjoin or set aside the act if to do so is equitable and if all affected persons are parties to the proceeding, and the court may award damages for loss, other than anticipated profits, suffered by the limited liability company or another party because of enjoining the unauthorized 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:22-a - Trust Powers.

304-C:22-a Trust Powers. –
(a) A limited liability company shall have trust powers to the extent that it:
(1) Does not transact business with the general public; or
(2) Is a bank as defined in RSA 383-A:2-201(a)(3) and is authorized to engage in trust business in this state under RSA 383-A, RSA 383-B, RSA 383-C, or RSA 383-D.
(b) Trust powers include the power to act as a trustee or other fiduciary, a trust advisor as defined in RSA 564-B:1-103(27), or a trust protector as defined in RSA 564-B:1-103(28).
(c) For purposes of subsection (a)(1), a limited liability company does not transact business with the general public to the extent that the limited liability company:
(1) Qualifies as a family office under 15 U.S.C. section 80b-2(a)(11)(G); or
(2) Offers and provides its services only to persons who would qualify as family clients as defined in RSA 383-D:2-201(b)(5) if the limited liability company was chartered as a family trust company under RSA 383-D.
(d) For purposes of subsection (c)(2), a limited liability company may use any reasonable method for:
(1) Identifying a designated relative as defined in RSA 383-D:2-201(b)(2); and
(2) Selecting a method for determining family members as described in RSA 383-D:4-402(b)(2) or (c).
(e) A limited liability company described in subsection (a)(1) shall be exempt from RSA Title 35 and shall not be subject to the jurisdiction of the New Hampshire bank commissioner.
(f) To the extent that a limited liability company other than a limited liability company described in subsection (a)(2) transacts business with the general public, the following shall apply:
(1) Any action by the limited liability company shall not be void or voidable solely by reason of the limited liability company transacting business with the general public.
(2) Each of the limited liability company's managers or, if the limited liability company is managed by its members, each of the members shall be personally, jointly, and severally liable for all liabilities created by the corporation transacting business with the general public, including any breach of a fiduciary duty to a member of the general public.
(3) A manager's or member's liability under subsection (f)(2) is in addition to any civil or criminal penalties imposed by applicable law.
(g) This section does not restrict the rights and remedies of any person affected by a limited liability company's exercise of trust powers, including the right to commence a judicial proceeding seeking:
(1) A remedy for a breach of trust under RSA 564-B:10-1001;
(2) Damages for a breach of trust under RSA 564-B:10-1002; or
(3) Damages under RSA 564-B:10-1003.
Source.
2017, 257:33, eff. July 18, 2017.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:23 - Liability of Members and Managers to Third Parties.

304-C:23 Liability of Members and Managers to Third Parties. –
I. Except as provided in RSA 304-C:144, IV(b) and paragraph II:
(a) The debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the limited liability company; and
(b) No member or manager of a limited liability company shall be obligated personally for any such debt, obligation, or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company.
II. A member or manager may agree under an operating agreement or other agreement to be personally liable for any or all of the debts, obligations, and liabilities 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:24 - Nature and Transferability of Membership Rights.

304-C:24 Nature and Transferability of Membership Rights. –
I. Membership rights, including limited liability company interests, are intangible personal property.
II. Unless the operating agreement provides otherwise, membership rights, excluding limited liability company interests, shall be nontransferable except as provided in RSA 304-C:121.
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:25 - Governing Law.

304-C:25 Governing Law. –
The laws of the state of New Hampshire govern:
I. The internal affairs of a limited liability company; and
II. The liability of a member as member and of a manager as manager for the debts, obligations, or other liabilities of a 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:26 - Interest of Members in Limited Liability Company Property.

304-C:26 Interest of Members in Limited Liability Company Property. –
A member has no interest in limited liability company property.
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:27 - Reservation of Name of Limited Liability Company.

304-C:27 Reservation of Name of Limited Liability Company. –
I. The exclusive right to the use of a name by a domestic or foreign limited liability company may be reserved by:
(a) Any person intending to organize a limited liability company under this act and to adopt that name;
(b) Any domestic limited liability company or any foreign limited liability company registered in New Hampshire which, in either case, proposes to change its name to that name;
(c) Any foreign limited liability company intending to register in New Hampshire and adopt that name; or
(d) Any person intending to organize a foreign limited liability company and intending to have it register in New Hampshire and adopt that name.
II. The reservation of a specified name shall be made by filing with the secretary of state an application, signed by the applicant, to reserve a specified name.
III. If the secretary of state finds that the name is available for use by a domestic or foreign limited liability company, the secretary of state shall reserve the name for the exclusive use of the applicant for a period of 120 days. Once having so reserved a name, the same applicant may again reserve the same name for successive 120-day periods.
IV. The right to the exclusive use of a reserved name may be transferred to any other person by filing with the secretary of state a notice of the transfer, signed by the applicant for whom the name was reserved, specifying the name to be transferred and the name and address of the transferee.
V. The reservation of a specified name may be cancelled by filing with the secretary of state a notice of cancellation, signed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.
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:28 - Requirements for Filing of Documents Under This Act.

304-C:28 Requirements for Filing of Documents Under This Act. –
In addition to any other provisions in this act that govern documents filed with the secretary of state, the following rules shall apply to these documents:
I. A document that satisfies the requirements of this section and of any other statute that adds to or varies these requirements, shall be entitled to filing by the secretary of state.
II. The document shall contain the information required by this act. It may contain other information as well.
III. The document shall be typewritten or printed.
IV. The document shall be in the English language. However, a limited liability company name need not be in English if written in English letters or Arabic or Roman numerals.
V. Except as otherwise specifically provided in this act, the document shall be signed:
(a) By a manager of a limited liability company that has a manager;
(b) By a member of a limited liability company that does not have a manager;
(c) If the limited liability company is in the hands of a receiver, executor, or other court appointed fiduciary, trustee, or other fiduciary, by that fiduciary; or
(d) Unless the operating agreement provides otherwise, by any authorized person, including an attorney-in-fact. An authorization, including a power of attorney, need not be in writing, need not be sworn to, verified, or acknowledged, and need not be filed in the office of the secretary of state, but if in writing, must be retained by the limited liability company or authorized person.
VI. The person signing the document shall sign it and state beneath or opposite the person's signature his or her name and the capacity in which the person signs. Signature under RSA 294-E:9 shall be sufficient to satisfy this requirement.
VII. The document shall be delivered to the office of the secretary of state for filing and shall be accompanied by the correct fee and any penalty required by this act or other law.
VIII. Documents filed electronically must be accompanied by the correct filing fee, and any franchise tax, license fee, or penalty required by this act or other law.
Source.
2012, 232:2, eff. Jan. 1, 2013. 2016, 246:10, eff. Aug. 9, 2016.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:28-a - Online Filing.

304-C:28-a Online Filing. –
No later than January 1, 2020, the secretary of state shall provide for and allow the online filing of all forms, certificates, or other documents required under this chapter.
Source.
2018, 279:14, eff. Jan. 1, 2019.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:29 - Effective Time and Date of Filed Documents.

304-C:29 Effective Time and Date of Filed Documents. –
I. Except as provided in paragraph II, a document accepted for filing by the secretary of state is effective:
(a) On the date and at the time it is filed, as evidenced by the secretary of state's date endorsement of the original document; or
(b) At the time specified in the document as its effective time on the date it is filed; or
(c) Upon the date and time of acceptance by the secretary of state corporate database and application, if filed electronically.
II. A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified.
III. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the 90th day after the date it is filed.
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:30 - Filing and Certification of Certificates.

304-C:30 Filing and Certification of Certificates. –
I. Unless the secretary of state finds that a document does not conform to law, upon receipt of all required filing fees:
(a) The secretary shall certify that the certificate of formation, amendment, or cancellation, any judicial decree of amendment or cancellation, the certificate of merger, or the restated certificate has been filed by endorsing upon the original certificate the word "filed," and the date of the filing, except if filed electronically. This endorsement is conclusive of the date of its filing in the absence of actual fraud.
(b) The secretary shall file the endorsed certificate.
(c) Except if filed electronically, the secretary shall prepare and return to the person who filed it, or such person's representative, a copy of the original signed instrument, similarly endorsed.
II. Upon the filing of a certificate of amendment, or judicial decree of amendment, or restated certificate with the secretary of state, or upon the future effective date or time of a certificate of amendment, or judicial decree of amendment, or restated certificate, the certificate of formation shall be deemed to have been amended or restated as set forth.
III. Upon the filing of a certificate of cancellation, or a judicial decree of cancellation, or a certificate of merger for any limited liability company as to which it acts as a certificate of cancellation, or upon the future effective date or time of a certificate of cancellation or a judicial decree of cancellation, or of a certificate of merger for any limited liability company as to which it acts as a certificate of cancellation, the certificate of formation is cancelled.
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:31 - Certificate of Formation-General Requirements.

304-C:31 Certificate of Formation-General Requirements. –
I. In order to form a domestic limited liability company, one or more authorized persons shall deliver a certificate of formation to the secretary of state for filing.
II. (a) The certificate of formation shall set forth the name of the limited liability company.
(b) The certificate of formation shall set forth the address of the registered office and the name and address of the registered agent for service of process required to be maintained by RSA 304-C:36.
(c) The certificate of formation shall set forth the nature of the primary business or the purpose of the limited liability company. However, if, after its formation, a limited liability company engages in any other purpose permitted by law, by this act, and by its operating agreement, the limited liability company's actions in pursuing that other purpose shall not be deemed invalid merely because the other purpose was not set forth in the certificate of formation.
(d) The certificate of formation shall state whether the limited liability company is to be managed by its members or by persons, who may also be members, appointed as its managers under its operating agreement.
(e) The certificate of formation may set forth any other matters the members or managers decide to include.
III. Unless an effective time and date are specified in accordance with RSA 304-C:29, II, a domestic limited liability company is formed on the date and at the time of the filing of the certificate of formation with the secretary of state.
Source.
2012, 232:2, eff. Jan. 1, 2013. 2015, 273:11, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:33 - Certificates of Formation as Notice.

304-C:33 Certificates of Formation as Notice. –
The fact that a certificate of formation is on file with the secretary of state is notice that the entity formed in connection with the filing of the certificate of formation is a limited liability company legally formed under the laws of New Hampshire and is notice of all other facts set forth in the certificate which are required to be set forth by RSA 304-C:31, 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:34 - Amendments to Certificates of Formation.

304-C:34 Amendments to Certificates of Formation. –
I. A certificate of formation is amended by filing a certificate of amendment with the secretary of state. The certificate of amendment shall set forth:
(a) The name of the limited liability company; and
(b) The amendment to the certificate of formation.
II. A certificate of formation may be amended at any time in any respect so long as the certificate of formation as amended contains only provisions that lawfully may be contained in the certificate of formation at the time of making the amendment.
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:35 - Restated Certificates of Formation.

304-C:35 Restated Certificates of Formation. –
I. A certificate of formation may be restated at any time by filing a restated certificate of formation with the secretary of state. The restated certificate of formation may contain one or more amendments of the certificate of formation as permitted in a certificate of amendment under RSA 304-C:34.
II. The restated certificate of formation shall state the name of the limited liability company and the text of the restated certificate of formation together with a statement whether the restatement contains new amendments of the certificate of formation.
III. Upon the filing of a restated certificate of formation with the secretary of state, or upon the future effective date or time of a restated certificate of formation as provided in the certificate, the initial certificate of formation, as amended or supplemented, shall be superseded.
IV. The restated certificate of formation, including any further amendment or changes made thereby, shall be the certificate of formation of the limited liability company, but the original effective date of formation shall remain unchanged.
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:36 - Limited Liability Company Registered Offices and Registered Agents.

304-C:36 Limited Liability Company Registered Offices and Registered Agents. –
I. Each limited liability company shall have and maintain in the state of New Hampshire:
(a) A registered office that may be the same as any of its places of business; and
(b) A registered agent, which agent may be:
(1) An individual who resides in this state and whose residential or business office is identical with the registered office; or
(2) A corporation organized or authorized under RSA 292, RSA 293-A, or RSA 294-A whose business office is identical with the registered office; or
(3) A limited liability company formed or authorized under this act or a professional limited liability company formed or authorized under RSA 304-D whose business office is identical with the registered office; or
(4) A limited liability partnership formed or authorized under RSA 304-A:44 whose business office is identical with the registered office.
II. A limited liability company may change its registered office or registered agent, or both, by filing with the secretary of state a statement setting forth:
(a) The name of the limited liability company;
(b) The street address of its current registered office;
(c) If the street address of its registered office is to be changed, the street address to which the registered office is to be changed;
(d) The name and address of its current registered agent;
(e) If its registered agent is to be changed, the name and address of its successor registered agent; and
(f) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
III. A registered agent of a limited liability company may resign as registered agent by signing and filing a written notice of resignation with the secretary of state. The secretary of state shall mail a copy of the notice to the limited liability company at its principal office.
IV. The appointment of the registered agent shall terminate 31 days after filing of the notice of resignation with the secretary of state or on the appointment of a successor registered agent, whichever occurs first. The notice of resignation may include a statement that the registered office is also discontinued.
V. If a registered agent changes its address to another place in this state, it may change the address of the registered office of any limited liability company for which it is a registered agent by filing a statement with the secretary of state as required by paragraph II, except that the statement need be signed only by the registered agent. The statement shall recite that a copy of it has been mailed to 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:37 - Service of Process on Domestic Limited Liability Companies.

304-C:37 Service of Process on Domestic Limited Liability Companies. –
I. A limited liability company's registered agent is the limited liability company's agent for service of process, notice, or demand required or permitted by law to be served on the limited liability company.
II. If a limited liability company has no registered agent or if the agent cannot with reasonable diligence be served, the limited liability company may be served by registered or certified mail, return receipt requested, addressed to the limited liability company at its principal office. Service is perfected under this paragraph at the earliest of:
(a) The date on which the limited liability company receives the mail;
(b) The date shown on the return receipt, if signed on behalf of the limited liability company; or
(c) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
III. This section does not prescribe the only means, or necessarily the required means, of serving a 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:38 - Service of Process on Limited Liability Company Managers and Liquidating Trustees.

304-C:38 Service of Process on Limited Liability Company Managers and Liquidating Trustees. –
I. A manager or a liquidating trustee of a limited liability company may be served with process in the manner prescribed in RSA 304-C:37 in all civil actions or proceedings brought in New Hampshire involving or relating to (i) the business of the limited liability company; (ii) a violation by the manager or the liquidating trustee of a duty to the limited liability company; or (iii) any member of the limited liability company, whether or not the manager or the liquidating trustee is a manager or a liquidating trustee at the time suit is commenced.
II. (a) A manager's or a liquidating trustee's serving as such constitutes the person's consent to the appointment of the registered agent of the limited liability company, or, if there is none, of the secretary of state, as the person's agent upon whom service of process may be made as provided in this section.
(b) Service as a manager or a liquidating trustee shall signify the consent of the manager or liquidating trustee that any process when so served shall be of the same legal force and validity as if served upon the manager or liquidating trustee within New Hampshire, and the appointment of the registered agent, or, if there is none of the secretary of state, shall be irrevocable.
III. Service of process under this section may be effected in the manner provided in RSA 304-C:37.
IV. In a written operating agreement or other writing, a manager or member may consent to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the courts of, or the exclusivity of arbitration in, New Hampshire, and to be served with legal process in the same manner prescribed in the operating agreement or other writing.
V. This section does not prescribe the only means, or necessarily the required means, of serving managers and liquidating trustees of limited liability companies.
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:39 - Signing, Amendment, and Cancellation of Certificates by Judicial Order.

304-C:39 Signing, Amendment, and Cancellation of Certificates by Judicial Order. –
I. If a person required to sign a certificate required by this act fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior court to direct the signing of the certificate.
II. If the superior court finds that the signing of the certificate is proper and that any person so designated has failed or refused to sign the certificate, it shall order the secretary of state to record an appropriate certificate or enter an order granting other appropriate relief.
III. If a person required to sign an operating agreement or an amendment of the agreement fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior court to direct the signing of the operating agreement or amendment.
IV. If the court finds that the operating agreement or amendment of the agreement should be signed and that any person required to sign the operating agreement or amendment of the agreement has failed or refused to do so, it shall order the person to sign the agreement or amendment or it shall enter an order granting other appropriate relief.
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:40 - Form of Operating Agreement.

304-C:40 Form of Operating Agreement. –
Unless a written operating agreement provides otherwise, an operating agreement, including amendments to the operating agreement, may be written, oral, or implied by course of dealing or otherwise.
Source.
2012, 232:2, eff. Jan. 1, 2013. 2016, 246:2, eff. Aug. 9, 2016.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:41 - Binding Effect of Operating Agreements.

304-C:41 Binding Effect of Operating Agreements. –
I. A person that becomes a member or manager of a limited liability company is deemed to assent to the operating agreement.
II. Subject to RSA 304-C:125, a transferee of a limited liability company interest is bound by the operating agreement whether or not the transferee signs the operating agreement.
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:42 - No Requirement That Limited Liability Company Sign Agreement.

304-C:42 No Requirement That Limited Liability Company Sign Agreement. –
A limited liability company is not required to sign its operating agreement in order to be bound by it or to enforce 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:43 - Single-Member Limited Liability Companies May Have Enforceable Operating Agreements.

304-C:43 Single-Member Limited Liability Companies May Have Enforceable Operating Agreements. –
An operating agreement of a single-member LLC shall not be unenforceable on the ground that there is only one person who is a party to the operating agreement.
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:44 - Statute of Frauds Inapplicable to Limited Liability Company Agreements.

304-C:44 Statute of Frauds Inapplicable to Limited Liability Company Agreements. –
An operating agreement shall not be subject to any statute of frauds.
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:45 - Operating Agreements May Provide Rights to any Persons, Including Non-Parties.

304-C:45 Operating Agreements May Provide Rights to any Persons, Including Non-Parties. –
An operating agreement may provide rights to any person, including a person who is not a party to the operating agreement, to the extent set forth in writing.
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:46 - Admissions of Members Under Limited Liability Company Agreements in Certain Circumstances.

304-C:46 Admissions of Members Under Limited Liability Company Agreements in Certain Circumstances. –
A written operating agreement or another written agreement or writing may provide that a person shall be admitted as a member of a limited liability company, or shall become a transferee of a limited liability company interest or other rights or powers of a member to the extent transferred:
I. If the person, or a representative authorized by the person in writing or by other action, such as payment for a limited liability company interest, signs the operating agreement or any other writing evidencing the intent of the person to become a member or transferee; or
II. Without a signature, if the person, or a representative authorized by such person orally, in writing, or by other action such as payment for a limited liability company interest, complies with the conditions for becoming a member or a transferee of a limited liability company interest as set forth in the operating agreement or any other writing.
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:47 - Management of Limited Liability Companies.

304-C:47 Management of Limited Liability Companies. –
I. An operating agreement may provide for the management of a limited liability company in whole or in part by a manager or managers.
II. Unless the operating agreement provides otherwise, a limited liability company shall be managed by its 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:48 - Method of Appointment of Managers.

304-C:48 Method of Appointment of Managers. –
I. Persons may be appointed as managers of a limited liability company as provided in the operating agreement.
II. Unless the operating agreement provides otherwise, the managers of a limited liability company shall be appointed by majority vote 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:49 - Offices and Responsibilities of Managers.

304-C:49 Offices and Responsibilities of Managers. –
I. The operating agreement may set forth the offices to be held by a manager and the manager's responsibilities.
II. Unless the operating agreement provides otherwise, the manager or managers shall have general responsibility for managing 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:50 - Termination of Status as Manager.

304-C:50 Termination of Status as Manager. –
I. An operating agreement may provide for the termination of a manager's status as manager.
II. Unless the operating agreement provides otherwise, a manager's status as manager may be terminated by majority vote of the members at any time for any reason or for no reason.
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:51 - Managers who are Also Members.

304-C:51 Managers who are Also Members. –
Unless the operating agreement provides otherwise, a person who is both a manager and a member:
I. Has the rights and powers and is subject to the duties of a manager; and
II. Has the rights and powers and is subject to the duties of 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:52 - Agency Power of Members and Managers, Etc.

304-C:52 Agency Power of Members and Managers, Etc. –
I. Except as provided in paragraph III, every member is an agent of the limited liability company for the purpose of its business and internal affairs.
II. The act of any member who is an agent of a limited liability company under paragraph I, including the signing of any legal document in the name of the limited liability company, shall bind the limited liability company unless:
(a) The member so acting has, in fact, no authority to act for the limited liability company in the particular matter, and
(b) The person with whom the member is dealing has knowledge of the fact that the member has no such authority.
III. If the operating agreement provides that a limited liability company shall be managed by a manager or managers:
(a) Unless the operating agreement provides otherwise, no member, solely by reason of being a member, is an agent of the limited liability company; and
(b) Unless the operating agreement provides otherwise, every manager is an agent of the limited liability company for the purpose of its business and internal affairs.
IV. The act of any manager, including the signing in the name of the limited liability company of any legal document, shall bind the limited liability company unless:
(a) The manager so acting has, in fact, no authority to act for the limited liability company in the particular matter, and
(b) The person with whom the manager is dealing has knowledge of the fact that the manager has no such authority.
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:53 - Admissions of Members.

304-C:53 Admissions of Members. –
I. In connection with the formation of a limited liability company, a person otherwise qualified to be a member shall be deemed to be a member:
(a) On the date provided in the operating agreement; or
(b) If the operating agreement does not so provide, on the date of formation of the limited liability company.
II. After the formation of a limited liability company, a person otherwise qualified to be a member shall be deemed to be a member:
(a) On the date provided in the operating agreement; or
(b) If the operating agreement does not so provide, on the date on which the person makes a required contribution to the limited liability company; or
(c) If no such contribution is required, on the date on which the person and the member or members of the limited liability company agree that the person shall become a member.
III. A person may be admitted to a limited liability company as a member of the limited liability company and may receive membership rights, including a limited liability company interest, without making a contribution or being obligated to make a contribution to 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:54 - Classes of Members, Etc.

304-C:54 Classes of Members, Etc. –
I. An operating agreement may provide for classes or groups of members 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 members having such relative rights, powers, and duties as may be established from time to time under the operating agreement, including rights, powers, and duties senior to existing classes and groups of members.
Source.
2012, 232:2, eff. Jan. 1, 2013.