reglab/statecodes huggingface dataset:
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:52 - Administration.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:52 Administration. –
I. The secretary of state shall collect all fees required under this chapter and shall pay them to the state treasurer to be deposited in the general fund as unrestricted revenue, except as provided in paragraph II.
II. The state treasurer shall pay the expenses of administering this chapter out of any money in the treasury not otherwise appropriated until the fees collected pursuant to this chapter have been received by the treasurer. Thereafter, the treasurer shall pay the expenses of administering this chapter out of the fees collected under this chapter and shall reimburse the treasury for previous expenses paid by the treasurer. The governor is authorized to draw a warrant for the sums authorized by this section out of any money in the treasury not otherwise appropriated.
Source.
1996, 212:11, eff. Aug. 9, 1996.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:53 - Rulemaking.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:53 Rulemaking. –
The secretary of state may adopt rules, under RSA 541-A, necessary to implement the provisions of this chapter.
Source.
1996, 212:11, eff. Aug. 9, 1996.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:54 - Reserved Power of State of New Hampshire to Amend or Repeal Chapter.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:54 Reserved Power of State of New Hampshire to Amend or Repeal Chapter. –
All provisions of this chapter may be amended from time to time or repealed, and all rights of partners are subject to this reservation.
Source.
1996, 212:11. 1997, 120:8, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:55 - Powers of Licensing Authorities Not Affected.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:55 Powers of Licensing Authorities Not Affected. –
Notwithstanding any other provision of law, a partnership engaged in the rendering of professional services may register as a registered limited liability partnership or foreign registered limited liability partnership subject to:
(a) The laws and rules governing the rendering of professional services as defined in RSA 304-A:2, IX by partnerships; and
(b) Such other terms and conditions imposed by its governing licensing authority.
Source.
1996, 212:11, eff. Aug. 9, 1996.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:56 - Conversion of Partnership to Limited Partnership or Limited Liability Company.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:56 Conversion of Partnership to Limited Partnership or Limited Liability Company. –
I. A partnership may be converted to a limited partnership or a limited liability company pursuant to this section.
II. The terms and conditions of a conversion of a partnership to a limited partnership or a limited liability company must be approved by all of the partners.
III. After the conversion is approved by the partners, the partnership shall file a certificate of conversion together with a certificate of limited partnership, in the case of a conversion to a limited partnership, or a certificate of formation, in the case of a conversion to a limited liability company, in the jurisdiction in which the limited partnership or the limited liability company is to be formed and in accordance with the laws applicable to such other entity. The certificate of conversion must include:
(a) A statement that the partnership was converted to a limited partnership or a limited liability company from a partnership;
(b) Its former name; and
(c) A statement that all of the partners approved the conversion.
IV. The conversion takes effect upon the effective date and time of the certificate of limited partnership or the certificate of formation of the limited liability company, as the case may be.
V. A general partner who becomes a limited partner of a limited partnership or a member of a limited liability company as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership or limited liability company reasonably believes when entering the transaction that the limited partner or member is a general partner, the limited partner or member is liable for an obligation incurred by the limited partnership or limited liability company within 90 days after the conversion takes effect. The liability of the limited partner or member for all other obligations of the limited partnership or the limited liability company incurred after the conversion takes effect is that of a limited partner or a member, as the case may be, as provided in RSA 304-B and RSA 304-C.
Source.
1997, 120:9, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:57 - Conversion of Limited Partnership or Limited Liability Company to Partnership.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:57 Conversion of Limited Partnership or Limited Liability Company to Partnership. –
I. A limited partnership or a limited liability company may be converted to a partnership pursuant to this section and the laws applicable to such entities.
II. After the conversion is approved by the partners of a limited partnership in accordance with applicable law, the limited partnership shall cancel its certificate of limited partnership.
III. After the conversion is approved by the members of a limited liability company in accordance with applicable law, the limited liability company shall file a certificate of cancellation in the manner required by applicable law.
IV. The conversion takes effect upon the effective date and time of the certificate of cancellation of the limited partnership or the certificate of cancellation of the limited liability company, as the case may be.
V. A limited partner of a limited partnership or a member of a limited liability company who becomes a general partner as a result of the conversion remains liable only as a limited partner or a member for an obligation incurred by the limited partnership or the limited liability company before the conversion takes effect and is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.
Source.
1997, 120:9, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:58 - Effect of Conversion; Entity Unchanged.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:58 Effect of Conversion;  Entity Unchanged. –
I. A partnership, limited partnership, or limited liability company that has been converted pursuant to RSA 304-A:56 or 304-A:57 is for all purposes the same entity that existed before the conversion.
II. When a conversion takes effect:
(a) All property owned by the converting partnership, limited partnership, or limited liability company remains vested in the converted entity;
(b) All obligations of the converting partnership, limited partnership, or limited liability company continue as obligations of the converted entity; and
(c) An action or proceeding pending against the converting partnership, limited partnership or limited liability company may be continued as if the conversion had not occurred.
Source.
1997, 120:9, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:59 - Merger of Partnerships.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:59 Merger of Partnerships. –
I. Pursuant to a plan of merger approved as provided in paragraph III, a partnership may be merged with one or more partnerships, or with one or more limited partnerships or limited liability companies to the extent permitted by the laws applicable to such entities.
II. The plan of merger must set forth:
(a) The name of each partnership, limited partnership, or limited liability company that is a party to the merger;
(b) The name of the surviving entity into which the other partnerships, limited partnerships, or limited liability companies will merge;
(c) Whether the surviving entity is a partnership, a limited partnership, or a limited liability company and the status of each partner;
(d) The terms and conditions of the merger;
(e) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and
(f) The street address of the surviving entity's chief executive office.
III. The plan of merger must be approved:
(a) In the case of a partnership that is a party to the merger, by all of the partners;
(b) In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement; and
(c) In the case of a limited liability company that is a party to the merger by the vote required by the law of the jurisdiction in which the limited liability company is organized.
IV. After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
V. A merger takes effect:
(a) If a certificate of merger is required to be filed pursuant to RSA 304-A:61, upon the effective date of the certificate of merger; or
(b) If a certificate of merger is not required to be filed pursuant to RSA 304-A:61, upon the approval of the plan of merger by all parties to the merger as provided in paragraph III unless the plan of merger specifies a delayed effective date and time, in which event the merger shall take effect upon such specified date and time.
Source.
1997, 120:9, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:60 - Effect of Merger.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:60 Effect of Merger. –
I. When a merger takes effect:
(a) The separate existence of every partnership, limited partnership, or limited liability company that is a party to the merger, other than the surviving entity, ceases;
(b) All property owned by each of the merged partnerships, limited partnerships, or limited liability companies vests in the surviving entity;
(c) All obligations of every partnership, limited partnership, or limited liability company that is a party to the merger become the obligations of the surviving entity; and
(d) An action or proceeding pending against a partnership, limited partnership, or limited liability company that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding.
II. [Repealed.]
III. A partner of a surviving partnership or limited partnership is liable for:
(a) All obligations of a party to the merger for which the partner was personally liable before the merger;
(b) All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and
(c) All obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.
IV. If the obligations incurred before the merger by a partnership that is a party to the merger are not satisfied out of the property of the surviving entity, the partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity, in the manner provided in RSA 304-A:40 or in the limited partnership act of the jurisdiction in which the party was formed, as the case may be, as if the merged party were dissolved.
Source.
1997, 120:9. 2004, 248:62, I, eff. July 1, 2004.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:61 - Certificate of Merger.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:61 Certificate of Merger. –
I. In a merger of a limited liability company, registered limited liability partnership, or a limited partnership with a partnership in which a partnership is the surviving entity, the surviving entity shall file in the office of the secretary of state a certificate of merger, together with payment of a filing fee of $35.
II. A certificate of merger must contain:
(a) The name of each partnership, limited partnership, or limited liability company that is a party to the merger;
(b) The name of the surviving entity into which the other entities were merged;
(c) The street address of the surviving entity's chief executive office and of an office in this state, if any;
(d) A statement that the executed agreement of merger is on file at the principal place of business of the surviving business entity and the address thereof; and
(e) A statement that a copy of the agreement of merger will be furnished by the surviving partnership, on request and without cost, to any limited partner of any constituent limited partnership or any member of any constituent limited liability company.
III. Except as otherwise provided in paragraph IV, for the purposes of RSA 304-A:10, property of a surviving partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
IV. For the purposes of RSA 304-A:10, real property of a surviving partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the certificate of merger, if a certificate of merger is required by paragraph I, and otherwise a certificate of merger satisfying the requirements of paragraph II acknowledged by all persons executing the certificate, in the registry of deeds of the county in which the real property is located.
V. A filed and, if appropriate, recorded certificate of merger, stating the name of a partnership, limited partnership, or limited liability company that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by paragraph II, operates with respect to the partnerships, limited partnerships, or limited liability companies named to the extent provided in paragraphs III and IV.
Source.
1997, 120:9, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:62 - Nonexclusive.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:62 Nonexclusive. –
This subdivision is not exclusive. Partnerships may be converted or merged in any other manner provided by law.
Source.
1997, 120:9, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:1 - Definitions.

304-B:1 Definitions. –
As used in this chapter, unless the context otherwise requires:
I. "Certificate of limited partnership" means the certificate referred to in RSA 304-B:8, and the certificate as amended or restated.
II. "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.
III. "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in RSA 304-B:23.
IV. "Foreign limited partnership" means a partnership formed under the laws of any state other than this state and having as partners one or more general partners and one or more limited partners.
V. "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.
VI. "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.
VII. "Limited partnership" and "domestic limited partnership" mean a partnership formed by 2 or more persons under the laws of this state and having one or more general partners and one or more limited partners.
VIII. "Partner" means a limited or general partner.
IX. "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.
X. "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.
XI. "Person" means a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, or corporation.
XII. "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:3 - Reservation of Name.

304-B:3 Reservation of Name. –
I. The exclusive right to the use of a name may be reserved by:
(a) Any person intending to organize a limited partnership under this chapter and to adopt that name;
(b) Any domestic limited partnership or any foreign limited partnership registered in this state which, in either case, intends to adopt that name;
(c) Any foreign limited partnership intending to register in this state and adopt that name; and
(d) Any person intending to organize a foreign limited partnership and intending to have it register in this state and adopt that name.
II. The reservation shall be made by filing with the secretary of state an application, executed by the applicant, to reserve a specified name. If the secretary of state finds that the name is available for use by a domestic or foreign limited partnership, he 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 not again reserve the same name until more than 60 days after the expiration of the last 120-day period for which that applicant reserved that name. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:4 - Specified Office and Agent.

304-B:4 Specified Office and Agent. –
Each limited partnership shall continuously maintain in this state:
I. A registered office that may be the same as any of its places of business; and
II. A registered agent, which agent may be:
(a) An individual who resides in this state and whose business office is identical with the registered office; or
(b) 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
(c) A limited liability company formed or authorized under RSA 304-C whose business office is identical with the registered office; or
(d) A limited liability partnership formed or authorized under RSA 304-A:44 whose business office is identical with the registered office.
Source.
1987, 349:1. 2004, 248:37, eff. July 1, 2004.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:5 - Records to be Kept.

304-B:5 Records to be Kept. –
I. Each limited partnership shall keep at the office referred to in RSA 304-B:4, I the following:
(a) A current list of the full name and last known business address of each partner, separately identifying the general partners (in alphabetical order) and the limited partners (in alphabetical order);
(b) A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;
(c) Copies of the limited partnership's federal, state and local income tax returns and reports, if any, for the 3 most recent years;
(d) Copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the 3 most recent years; and
(e) Unless contained in a written partnership agreement, a writing setting out:
(1) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;
(2) The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;
(3) Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and
(4) Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.
II. Records kept under this section are subject to inspection and copying at the reasonable request and at the expense of any partner during ordinary business hours.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:6 - Nature of Business.

304-B:6 Nature of Business. –
A limited partnership may carry on any business that a partnership without limited partners may carry on, except any association formed under any other statute of this state, or formed under any statute adopted by authority, other than the authority of this state, is not a limited partnership under this chapter, unless such association was a limited partnership in this state prior to the adoption of this chapter.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:7 - Business Transactions of Partner With Partnership.

304-B:7 Business Transactions of Partner With Partnership. –
Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:8 - Certificate of Limited Partnership.

304-B:8 Certificate of Limited Partnership. –
I. In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the secretary of state. The certificate shall set forth:
(a) The name of the limited partnership;
(b) The address of the office and the name and address of the agent for service of process required to be maintained by RSA 304-B:4;
(c) The name and the business address of each general partner;
(d) The latest date upon which the limited partnership is to dissolve; and
(e) Any other matters the general partners determine to include therein.
II. A limited partnership is formed at the close of business on the date of the filing of the certificate of limited partnership in the office of the secretary of state, or the effective time or the delayed effective time and date specified in accordance with RSA 304-B:13, IV in the certificate of limited partnership if, in any case, there has been substantial compliance with the requirements of this section. A limited partnership filed electronically will be effective upon the date and time of acceptance by the secretary of state corporate database and application or as specified in accordance with RSA 304-B:13, IV.
Source.
1987, 349:1. 1997, 120:10. 2004, 248:38, eff. July 1, 2004.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:8-a - Online Filing.

304-B:8-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, 279:13, eff. Jan. 1, 2019.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:9 - Amendment to Certificate.

304-B:9 Amendment to Certificate. –
I. A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the secretary of state. The certificate shall set forth:
(a) The name of the limited partnership;
(b) The date of filing the certificate; and
(c) The amendment to the certificate.
II. Within 30 days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:
(a) The admission of a new general partner;
(b) The withdrawal of a general partner;
(c) The continuation of the business under RSA 304-B:44 after an event of withdrawal of a general partner; or
(d) The resignation of the registered agent.
III. A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.
IV. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
V. No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in paragraph II of this section if the amendment is filed within the 30-day period specified in paragraph II.
VI. A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.
Source.
1987, 349:1. 1988, 62:1. 2006, 316:10, eff. July 1, 2006.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:9-a - Change of Registered Agent or Registered Office.

[This section was enacted by the New Hampshire General Court and is not a part of the national Revised Uniform Limited Partnership Act.]
304-B:9-a Change of Registered Agent or Registered Office. –
I. Each limited partnership 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 partnership may change its registered office or registered agent, or both, by filing with the secretary of state a statement, signed by the general partner or other authorized party, setting forth:
(a) The name of the limited partnership;
(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.
2006, 316:11, eff. July 1, 2006. 2023, 170:7, eff. Nov. 1, 2023.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:10 - Cancellation of Certificate.

304-B:10 Cancellation of Certificate. –
A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the secretary of state and set forth:
I. The name of the limited partnership;
II. The date of filing of its certificate of limited partnership;
III. The reason for filing the certificate of cancellation;
IV. The effective date and time of cancellation if it is not to be effective upon the close of business on the date of the filing of the certificate; and
V. Any other information the general partners filing the certificate determine.
Source.
1987, 349:1. 1997, 120:11, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:11 - Execution of Certificates.

304-B:11 Execution of Certificates. –
I. Each certificate required by this chapter to be filed in the office of the secretary of state shall be executed in the following manner:
(a) An original certificate of limited partnership must be signed by all general partners;
(b) A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner;
(c) A certificate of cancellation must be signed by all general partners; and
(d) A certificate of merger and a certificate of conversion must be signed by all the general partners.
II. Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission.
III. The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
Source.
1987, 349:1. 1997, 120:12, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:12 - Execution by Judicial Act.

304-B:12 Execution by Judicial Act. –
If a person required by RSA 304-B:11 to execute any certificate 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 execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:13 - Filing in Office of Secretary of State.

304-B:13 Filing in Office of Secretary of State. –
I. One original and one exact or conformed copy of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) and of any certificate of merger or certificate of conversion shall be delivered to the secretary of state. Documents filed electronically need not be filed in duplicate. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required by law the secretary of state shall:
(a) Endorse on each copy the word "filed" and the day, month, and year of the filing thereof;
(b) File the original in the secretary of state's office; and
(c) Return the exact or conformed copy to the person who filed it or the person's representative.
II. Upon the effective date and time of a certificate of amendment (or judicial decree of amendment) in the office of the secretary of state, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date and time of a certificate of cancellation (or a judicial decree thereof), the certificate of limited partnership is cancelled.
III. Except as provided in paragraph IV, a document accepted for filing is effective:
(a) At the close of business on the date 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.
IV. A document filed in the office of the secretary of state may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective as of the close of business on that date. A delayed effective date for a document shall not be later than the ninetieth day after the date it is filed.
Source.
1987, 349:1. 1997, 120:13. 2004, 248:39. 2006, 316:12, eff. July 1, 2006.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:14 - Liability for False Statement in Certificate.

304-B:14 Liability for False Statement in Certificate. –
If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:
I. Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and
II. Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under RSA 304-B:12.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:15 - Scope of Notice.

304-B:15 Scope of Notice. –
The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:16 - Delivery of Certificates to Limited Partners.

304-B:16 Delivery of Certificates to Limited Partners. –
Upon the return by the secretary of state pursuant to RSA 304-B:13 of a certificate marked "filed", the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:16-b - Approval of Conversion of a Limited Partnership.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-b Approval of Conversion of a Limited Partnership. –
A limited partnership may convert to an other business entity, as defined in RSA 304-B:16-a, I, other than a limited partnership, upon the authorization of such conversion in accordance with this section and to the extent authorized by and in accordance with the laws applicable to conversion to such other business entity. If the partnership agreement specifies the manner of authorizing a conversion of the limited partnership, the conversion shall be authorized as specified in the partnership agreement. If the partnership agreement does not specify the manner of authorizing a conversion of the limited partnership and does not prohibit a conversion of the limited partnership, the conversion shall be authorized in the same manner as is specified in the partnership agreement for authorizing a merger that involves the limited partnership as a constituent party to the merger. If the partnership agreement does not specify the manner of authorizing a conversion of the limited partnership or a merger that involves the limited partnership as a constituent party and does not prohibit a conversion of the limited partnership, the conversion shall be authorized by the approval (1) by all general partners, and (2) by the limited partners or, if there is more than one class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than 50 percent of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate.
Source.
1997, 120:14, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:16-c - Definitions and Construction.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-c Definitions and Construction. –
In this subdivision:
I. "Dissenter" means a limited partner who is entitled to dissent from limited partnership action under RSA 304-B:16-d and who exercises that right when and in the manner required under this subdivision.
II. "Fair value" means the value of the dissenter's partnership interest of a limited partnership immediately before the effective date of the limited liability action referred to in RSA 304-B:16-d, excluding any appreciation or depreciation in anticipation of the limited partnership action.
III. "Interest" means interest from the effective date of the action referred to in RSA 304-B:16-d that gave rise to the limited partner's right to dissent until the date of payment, at the average auction rate paid on United States treasury bills with a maturity of 6 months (or the closest maturity thereto) as of the auction date for such treasury bills closest to such effective date.
IV. "Limited partnership" means a limited partnership whose limited partners have obtained rights to dissent under RSA 304-B:16-d and includes any successor by merger or conversion.
Source.
1997, 120:14, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:16-d - Dissenters' Rights.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-d Dissenters' Rights. –
I. A limited partner is entitled to dissent from, and obtain payment of, the fair value of the limited partner's partnership interest upon either of the following actions:
(a) Consummation of a plan of merger to which the limited partnership is a party.
(b) Consummation of a plan of conversion of the limited partnership to some other business entity.
II. A limited partner entitled to dissent and obtain payment for such limited partner's partnership interest under this subdivision may not challenge the limited partnership action creating such limited partner's entitlement unless the action is unlawful or fraudulent with respect to the limited partner or the limited partnership.
Source.
1997, 120:14, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:16-e - Notice of Dissenters' Rights.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-e Notice of Dissenters' Rights. –
I. If the proposed action of the limited partnership creating dissenters' rights under RSA 304-B:16-d is submitted to a vote at a meeting of the limited partners, the meeting notice must state that limited partners are or may be entitled to assert dissenters' rights under this subdivision and be accompanied by a copy of this subdivision.
II. If the limited partnership action creating dissenters' rights under RSA 304-B:16-d is taken without a vote of the limited partners, the limited partnership shall notify in writing all limited partners entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in RSA 304-B:16-g.
III. A limited partnership's failure to give notice pursuant to this section shall not invalidate the limited partnership action.
Source.
1997, 120:14, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:16-f - Notice of Intent to Demand Payment.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-f Notice of Intent to Demand Payment. –
I. If proposed action of a limited partnership creating dissenters' rights under RSA 304-B:16-d is submitted to a vote at a meeting of the limited partners, a limited partner who wishes to assert dissenters' rights shall:
(a) Deliver to the limited partnership before the vote is taken a written notice of the member's intent to demand payment for the limited partner's limited partnership interest if the proposed action is effectuated.
(b) Not vote the limited partner's limited partnership interest in favor of the proposed action.
II. No such written notice of intent to demand payment is required of any limited partner to whom the limited partnership has failed to provide the notice required by RSA 304-B:16-e.
III. A limited partner who does not satisfy the requirements of this section is not entitled to payment for such limited partner's limited partnership interest under this subdivision.
Source.
1997, 120:14, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:16-g - Dissenters' Notice.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-g Dissenters' Notice. –
I. If proposed action of a limited partnership creating dissenters' rights under RSA 304-B:16-d is authorized at a meeting of the limited partners, the limited partnership shall deliver a written dissenters' notice to all limited partners who have satisfied the requirements of RSA 304-B:16-f.
II. The dissenters' notice must be sent no later than 10 days after the action of the limited partnership was authorized by the members or effectuated, whichever is the first to occur, and shall:
(a) State where the payment demand shall be sent;
(b) Supply a form for demanding payment that includes the date of the first announcement to news media or to limited partners of the principal terms of the proposed limited partnership action and requires that the person asserting dissenters' rights certify whether or not the limited partner acquired the limited partnership interest before that date;
(c) Set a date by which the limited partnership must receive the payment demand, which date may not be fewer than 30 days and not more than 60 days after the date of the notice required by paragraph II is sent; and
(d) Be accompanied by a copy of this subdivision if the limited partnership has not previously sent a copy of this subdivision to the limited partner pursuant to RSA 304-B:16-e.
Source.
1997, 120:14, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:16-h - Duty to Demand Payment.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-h Duty to Demand Payment. –
I. A limited partner sent a dissenters' notice described in RSA 304-B:16-g must demand payment and certify whether the limited partner acquired the limited partnership interest before the date required to be set forth in the dissenters' notice pursuant to RSA 304-B:16-g.
II. A limited partner who demands payment under paragraph I retains all of the rights of a limited partner until those rights are canceled or modified by consummation of the proposed action of the limited partnership.
III. A limited partner who does not demand payment by the date set forth in the dissenters' notice is not entitled to payment of fair value for such limited partner's partnership interest under this subdivision.
IV. A demand for payment filed by a limited partner may not be withdrawn unless the limited partnership with which it was filed or the surviving limited partnership or other business entity consents to such withdrawal.
Source.
1997, 120:14, eff. Aug. 8, 1997.