reglab/statecodes huggingface dataset:
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:179 - Cancellations of Registrations.

304-C:179 Cancellations of Registrations. –
I. A foreign limited liability company registered to do business in this state may cancel its registration upon procuring from the secretary of state a certificate of cancellation. In order to procure such certificate, the foreign limited liability company shall deliver to the secretary of state an application for cancellation, which shall set forth:
(a) The name of the foreign limited liability company and the state or other jurisdiction under the laws of which it is formed;
(b) That the foreign limited liability company is not doing business in this state;
(c) That the foreign limited liability company surrenders its certificate of registration to transact business in this state;
(d) That the foreign limited liability company revokes the authority of its registered agent for service of process in this state and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the foreign limited liability company was authorized to do business in this state may thereafter be made on such foreign limited liability company by service of the action, suit, or proceeding upon the secretary of state;
(e) An address to which a person may mail a copy of any process against the foreign limited liability company; and
(f) A statement for withdrawal from the department of revenue administration under RSA 77-A:18, II.
II. The application for cancellation shall be in the form and manner designated by the secretary of state and shall be signed on behalf of the foreign limited liability company by a person with authority to do so under the laws of the state or other jurisdiction of its formation, or, if the foreign limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
III. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign limited liability company with respect to causes of action arising out of the doing of business in 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:180 - Doing Business Without Registration.

304-C:180 Doing Business Without Registration. –
I. A foreign limited liability company doing business in New Hampshire may not maintain any action, suit or proceeding in New Hampshire until it has registered in New Hampshire and has paid all fees for the period during which it did business in New Hampshire while unregistered.
II. The failure of a foreign limited liability company to register in New Hampshire does not:
(a) Impair the validity of any contract or act of the foreign limited liability company.
(b) Impair the right of any other party to the contract to maintain any action, suit, or proceeding on the contract.
(c) Prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of New Hampshire.
III. A member or a manager of a foreign limited liability company is not liable for the obligations of the foreign limited liability company solely by reason of the limited liability company's having done business in New Hampshire without registration.
IV. A foreign limited liability company which does business in this state without registration shall be liable to the state for the years or parts of the year during which it transacted business in this state without registration in an amount equal to all fees which would have been imposed by this act upon that foreign limited liability company had it duly registered, and all penalties imposed by this act. The attorney general may bring proceedings to recover all amounts due this state under the provisions of this section.
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:181 - Service of Process on Registered Foreign Limited Liability Companies.

304-C:181 Service of Process on Registered Foreign Limited Liability Companies. –
I. A foreign limited liability company's registered agent is the agent for service of process, notice, or demand required or permitted by law to be served on the foreign limited liability company.
II. If a foreign limited liability company has no registered agent, or the agent cannot with reasonable diligence be served, the foreign limited liability company may be served by registered or certified mail, return receipt requested, addressed to the foreign limited liability company at its principal office. Service is perfected under this section at the earliest of:
(a) The date the foreign limited liability company receives the mail;
(b) The date shown on the return receipt, if signed on behalf of the foreign 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 foreign 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:182 - Service of Process on Unregistered Foreign Limited Liability Companies.

304-C:182 Service of Process on Unregistered Foreign Limited Liability Companies. –
I. Any foreign limited liability company not registered under RSA 304-C:175, doing business in New Hampshire shall be deemed to have appointed and constituted the secretary of state of New Hampshire its agent for the acceptance of legal process in any action, suit, or proceeding, whether criminal or civil, against it in any state or federal court in New Hampshire arising or growing out of any business done by it within New Hampshire.
II. The doing of business in New Hampshire by such foreign limited liability company shall be a signification of the agreement of such foreign limited liability company that any such process when so served shall be of the same legal force and validity as if served upon an authorized manager or agent personally within New Hampshire.
III. Whenever the words "doing business," "the doing of business," or "business done in this state," by any such foreign limited liability company are used in this section, they shall mean the course of practice of carrying on any business activities in New Hampshire, including, without limiting the generality of the foregoing, the solicitation of business or orders in New Hampshire.
IV. Service upon the secretary of state under paragraph I shall be made in accordance with the provisions of RSA 510:4, 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:183 - Grounds for Revocation.

304-C:183 Grounds for Revocation. –
The secretary of state may commence a proceeding under RSA 304-C:184 to revoke the registration of a foreign limited liability company authorized to transact business in this state if:
I. The foreign limited liability company does not deliver its annual report to the secretary of state within 60 days after it is due;
II. The foreign limited liability company does not pay within 60 days after they are due any franchise taxes or penalties imposed by this act or other law;
III. The foreign limited liability company is without a registered agent or registered office in this state for 60 days or more;
IV. A member, manager, or agent of the foreign limited liability company signed a document he or she knew was false in any material respect with intent that the document be delivered to the secretary of state for filing; or
V. The secretary of state receives a duly authenticated certificate from the secretary of state or other official having the custody of limited liability company records in the state or country under whose law the foreign limited liability company is formed stating that it has been dissolved or disappeared as the result of a merger.
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:184 - Procedures for and Effect of Revocation.

304-C:184 Procedures for and Effect of Revocation. –
I. If the secretary of state determines that one or more grounds exist under RSA 304-C:183 for revocation of a registration, the secretary shall send written notice of the secretary's determination under RSA 304-C:183 to the foreign limited liability company.
II. If the foreign limited liability company does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within 60 days after written notice is sent, the secretary of state may revoke the foreign limited liability company's registration by issuing a notice of revocation and mailing the notice of revocation to the foreign limited liability company at its principal office listed on the records of the New Hampshire secretary of state.
III. The authority of a foreign limited liability to transact business in this state ceases on the date shown on the notice of revocation.
IV. Revocation of a foreign limited liability company's registration does not terminate the authority of the registered agent of the limited liability company.
V. A foreign limited liability company whose certificate of authority has been revoked under this section may apply to the secretary of state for reinstatement by completion of a reinstatement form together with payment of fees in arrears at the time of revocation. Beyond 120 days, a reinstatement shall be accompanied by, in addition to the above, annual fees for the years since the revocation, if the foreign corporation was doing business in this state during those years, and a certificate from the New Hampshire department of revenue administration indicating there are no taxes due to the department.
Source.
2012, 232:2, eff. Jan. 1, 2013. 2017, 183:2, eff. Aug. 28, 2017.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:185 - Appeals From Revocations.

304-C:185 Appeals From Revocations. –
I. A foreign limited liability company may appeal the secretary of state's revocation of its registration to the superior court within 30 days after service of the notice of revocation is perfected.
II. The foreign limited liability company appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its registration and the secretary of state's certificate of revocation. Venue shall lie in the superior court for the county in which the foreign limited liability company has a place of business or, if none, in the superior court for Merrimack county.
III. The court may summarily order the secretary of state to reinstate the certificate of authority or may take any other action the court considers appropriate, except that nothing in this section shall be construed to preclude a determination that a foreign limited liability company is carrying on business activity within this state within the meaning of RSA 77-A:1, XII.
IV. The court's final decision may be appealed as in other civil proceedings.
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:186 - Venue and Method for Resolution of Limited Liability Company Internal Disputes.

304-C:186 Venue and Method for Resolution of Limited Liability Company Internal Disputes. –
Unless the operating agreement provides otherwise, disputes between the members and disputes between the members and the managers relating to the limited liability company shall be resolved by litigation in the courts of 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:187 - Actions by and Against Limited Liability Companies.

304-C:187 Actions by and Against Limited Liability Companies. –
An action may be brought by or against a limited liability company in its own name.
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:188 - Right to Bring Actions on Behalf of Limited Liability Companies.

304-C:188 Right to Bring Actions on Behalf of Limited Liability Companies. –
I. A member or members may bring an action in the superior court in the right of a limited liability company to recover a judgment in its favor if managers or members with authority to do so have refused to bring the action or if an effort to cause those managers or members to bring the action is not likely to succeed, provided that:
(a) All such plaintiff members are members at the time of bringing such action;
(b)(1) All such plaintiff members are members at the time of the transaction of which the plaintiffs complain; or
(2) The plaintiffs' status as members had devolved on the plaintiffs by operation of law or under the terms of a limited liability company agreement from persons who were members at the time of the transaction; and
(c) The complaint sets forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a manager or member or the reasons for not making the effort.
II. Unless the operating agreement provide otherwise, an action on behalf of the limited liability company may be brought in the name of the limited liability company:
(a) Whether or not a limited liability company agreement vests management of the limited liability company in one or more managers, by majority vote of the members; provided that the vote of any member who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded; or
(b) If the limited liability company agreement vests management of the limited liability company in one or more managers, by one or more managers of the limited liability company upon a majority vote of the members; provided that in determining whether this member voting requirement is met, the vote of any member who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded.
III. If an action brought under paragraph I or II is successful, in whole or in part, as a result of a judgment, compromise, or settlement of the action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from any recovery in the action or from the limited liability company.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:189 - Effects of Lack of Authority to Bring Actions.

304-C:189 Effects of Lack of Authority to Bring Actions. –
The lack of authority of a member or manager to sue on behalf of the limited liability company may not be asserted as a defense to an action by the limited liability company or by the limited liability company as a basis for bringing a subsequent suit on the same cause of action.
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:190 - Right of Members to Bring Direct Actions.

304-C:190 Right of Members to Bring Direct Actions. –
Nothing in this subdivision shall be construed to restrict the right of a member or manager to bring a direct action on his or her own behalf against a member, a manager, or 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:192 - Inapplicability of Rule That Statutes in Derogation of the Common Law are to be Strictly Construed.

304-C:192 Inapplicability of Rule That Statutes in Derogation of the Common Law are to be Strictly Construed. –
The rule that statutes in derogation of the common law are to be strictly construed shall have no application to 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:193 - Resolution of Cases Not Provided for in This Act.

304-C:193 Resolution of Cases Not Provided for in This Act. –
In any case not provided for in this act, the rules of law and equity shall govern.
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:194 - Annual Reports to Secretary of State.

304-C:194 Annual Reports to Secretary of State. –
I. Each domestic limited liability company and each foreign limited liability company registered to do business in this state, except limited liability companies making returns to the insurance commissioner, shall deliver to the secretary of state for filing an annual report that sets forth:
(a) The name of the limited liability company and the state or country under whose law it is formed;
(b) The address of its registered office and the name of its registered agent at that office in this state;
(c) The address of its principal office;
(d) The names and business addresses of its managers or, if there are no managers, at least one member; and
(e) A brief description of the nature of its business.
II. Information in the annual report shall be current as of January 1 of the year the report is due.
III. (a) Except as provided in subparagraph (b), the first annual report shall be delivered to the secretary of state between January 1 and April 1 of the year following the calendar year in which a domestic limited liability company was formed or a foreign limited liability company was registered to do business.
(b) A foreign limited liability company that has registered at any time between December 1 of the preceding year and April 1 of the current calendar year, or a domestic limited liability company that was formed during the same period, shall not be required to file an annual report during that year. Subsequent annual reports shall be delivered to the secretary of state between January 1 and April 1 of the following calendar years.
IV. (a) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting domestic or foreign limited liability company in writing and return the report to it for correction.
(b) If the report is corrected to contain the information required by this section and delivered to the secretary of state within 30 days after the effective date of a notice under subparagraph (a), it is deemed to be timely 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:195 - Administrative Collections and Payments of Fees; Related Matters.

304-C:195 Administrative Collections and Payments of Fees;  Related Matters. –
I. The secretary of state shall collect all fees required under this act 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 act out of any money in the treasury not otherwise appropriated until the fees collected under this act have been received by the treasurer. Thereafter, the treasurer shall pay the expenses of administering this act out of the fees collected under this act and shall reimburse the treasury for previous expenses paid by him or her. 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.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:196 - Administrative Rulemaking.

304-C:196 Administrative Rulemaking. –
The secretary of state may adopt rules, under RSA 541-A, necessary to implement the provisions 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:197 - Filing of Certificates, Etc. Online.

304-C:197 Filing of Certificates, Etc. Online. –
The secretary shall, with reasonable promptness, adopt and implement comprehensive regulations permitting online filing of certificates of formation and other documents required to be filed under the 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:198 - Severability of Provisions.

304-C:198 Severability of Provisions. –
If any provision of this act or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of the act which can be given effect without the invalid provision or application, and to this end, the provisions of this act are severable.
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:199 - Singular and Plural.

304-C:199 Singular and Plural. –
Unless the context otherwise requires, as used herein, the singular shall include the plural and the plural may refer to only the singular.
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:201 - Captions.

304-C:201 Captions. –
The captions contained in this act are for purposes of convenience only and shall not control or affect the construction of the 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:202 - Inapplicability of RSA 382-A:9-406 and RSA 382-A:9-408 to Interests in Limited Liability Companies.

304-C:202 Inapplicability of RSA 382-A:9-406 and RSA 382-A:9-408 to Interests in Limited Liability Companies. –
The provisions of RSA 382-A:9-406 and RSA 382-A:9-408 shall not apply to any interest in a limited liability company, including all rights, powers, and interests arising under a operating agreement or under this act. The provisions of this section shall prevail over the provisions of RSA 382-A:9-406 and RSA 382-A:9-408.
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:203 - Equivalent Effects.

304-C:203 Equivalent Effects. –
Action validly taken under one provision of this act shall not be deemed invalid solely because it is identical or similar in substance to an action that could have been taken pursuant to some other provision of this act but fails to satisfy one or more requirements prescribed by such other provision.
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:204 - Reserved Power of State of New Hampshire to Alter or Repeal Act.

304-C:204 Reserved Power of State of New Hampshire to Alter or Repeal Act. –
All provisions of this act may be altered from time to time or repealed, and all rights of members and managers are subject to this reservation.
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:206 - Action on a Plan of Domestication.

304-C:206 Action on a Plan of Domestication. –
I. In the case of a domestication of a domestic limited liability company in a foreign jurisdiction:
(a) If the approval of the members is to be given at a meeting, the limited liability company must notify each member, whether or not entitled to vote, of the meeting of members at which the plan of domestication is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the limited liability company's certificate of formation and operating agreement as they will be in effect immediately after the domestication.
(b) Unless the operating agreement of the limited liability company requires a greater vote or a greater number of votes to be present, approval of the plan of domestication requires the approval of each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.
(c) Separate voting by voting groups is required by each class or series of membership rights that:
(1) Are to be reclassified under the plan of domestication into other securities, obligations, rights to acquire membership rights or other securities, cash, other property, or any combination of the foregoing;
(2) Would be entitled to vote as a separate group on a provision of the plan that, if contained in a proposed amendment to the certificate of formation or operating agreement, would require action by separate voting groups; or
(3) Is entitled under the certificate of formation or operating agreement to vote as a voting group to approve an amendment of the certificate of formation or operating agreement.
II. If any provision of the certificate of formation or operating agreement adopted or entered into applies to a merger of the limited liability company and that document does not refer to a domestication of the limited liability company, the provision shall be deemed to apply to a domestication of the limited liability company until such time as the provision is amended subsequent to that date.
Source.
2016, 246:11, eff. Aug. 9, 2016.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:207 - Articles of Domestication.

304-C:207 Articles of Domestication. –
I. After the domestication of a foreign limited liability company has been authorized as required by the laws of the foreign jurisdiction, articles of domestication shall be signed by any member or other duly authorized representative of the limited liability company. The articles shall set forth:
(a) The name of the limited liability company immediately before the filing of the articles of domestication and, if that name is unavailable for use in this state or if the limited liability company desires to change its name in connection with the domestication, a name that satisfies the requirements of RSA 304-C:32;
(b) The jurisdiction of formation of the limited liability company immediately before the filing of the articles of domestication and the date the limited liability company was formed in that jurisdiction; and
(c) A statement that the domestication of the limited liability company in this state was duly authorized as required by the laws of the jurisdiction in which the limited liability company was formed immediately before its domestication in this state.
II. The articles of domestication shall have an attached certificate of formation.
III. The articles of domestication with the certificate of formation shall be delivered to the secretary of state for filing, and shall take effect at the effective time provided in RSA 304-C:29.
IV. If the foreign limited liability company was authorized to transact business in this state under RSA 304-C:174 and RSA 304-C:175, then its certificate of authority shall be canceled automatically on the effective date of its domestication in the foreign state.
Source.
2016, 246:11, eff. Aug. 9, 2016.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:208 - Surrender of Charter Upon Domestication.

304-C:208 Surrender of Charter Upon Domestication. –
I. Whenever a domestic limited liability company has adopted and approved, in the manner required by this subdivision, a plan of domestication providing for the limited liability company to be domesticated in a foreign jurisdiction, articles of charter surrender shall be signed on behalf of the limited liability company by any member or other duly authorized representative. The articles of charter surrender shall set forth:
(a) The name of the limited liability company;
(b) A statement that the articles of charter surrender are being filed in connection with the domestication of the limited liability company in a foreign jurisdiction;
(c) A statement that the domestication was duly approved by the members and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and by the certificate of formation and operating agreement; and
(d) The limited liability company's new jurisdiction of formation.
II. The articles of charter surrender shall be delivered by the limited liability company to the secretary of state for filing. The articles of charter surrender shall take effect on the effective time provided in RSA 304-C:29.
Source.
2016, 246:11, eff. Aug. 9, 2016.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:210 - Abandonment of a Domestication.

304-C:210 Abandonment of a Domestication. –
I. Unless otherwise provided in a plan of domestication of a domestic limited liability company, after the plan has been adopted and approved as required by this subdivision, and at any time before the domestication has become effective, it may be abandoned by the members.
II. If a domestication is abandoned under paragraph I after articles of charter surrender have been filed with the secretary of state but before the domestication has become effective, a statement that the domestication has been abandoned in accordance with this section, signed by a member or other duly authorized representative, shall be delivered to the secretary of state for filing prior to the effective date of the domestication with the fee, if any, required under RSA 304-C:191. The statement shall take effect upon filing and the domestication shall be deemed abandoned and shall not become effective.
III. If the domestication of a foreign limited liability company in this state is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication have been filed with the secretary of state, a statement that the domestication has been abandoned, signed by a member or other duly authorized representative, shall be delivered to the secretary of state for filing. The statement shall take effect upon filing and the domestication shall be deemed abandoned and shall not become effective.
Source.
2016, 246:11, eff. Aug. 9, 2016.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-D - Professional Limited Liability Companies › Section 304-D:1 - Definition; Professional Service; Professional Limited Liability Companies.

304-D:1 Definition;  Professional Service;  Professional Limited Liability Companies. –
In this chapter:
I. "Disqualified person" means a natural person, corporation, partnership, fiduciary, trust, association, government agency, or other entity which for any reason is or becomes ineligible under this chapter to be a member of a professional limited liability company.
II. "Domestic professional limited liability company" means a professional limited liability company as defined in RSA 304-D:1, V.
III. "Foreign limited liability company" means a limited liability company for profit organized for the purpose of rendering professional services under a law other than the laws of this state.
IV. "Licensing authority" means the officer, board, agency, court or other authority in this state which has the power to license, register, certificate, or otherwise grant legal authorization to render a professional service.
V. "Professional limited liability company" means a limited liability company for profit organized under this chapter.
VI. "Professional service" means any service which may lawfully be rendered only by certified public accountants, public accountants, architects, attorneys, podiatrists, chiropractors, dentists, pharmacists, professional engineers, land surveyors, registered professional nurses, optometrists, physicians and surgeons, psychologists, veterinarians, and all other professionals licensed, registered, certified, or otherwise authorized and permitted to practice independently under the provisions of RSA 309-B, 310-A, 311, 315, 316-A, 317-A, 318, 326-B, 327, 329, 329-B, 330-A, or 332-B.
VII. "Qualified person" means a natural person, general partnership, professional corporation or professional limited liability company which is eligible under this chapter to be a member of a professional limited liability company.
Source.
1993, 313:1. 1996, 24:2. 2012, 233:11, eff. July 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-D - Professional Limited Liability Companies › Section 304-D:2 - Permissible Purposes of Professional Limited Liability Companies.

304-D:2 Permissible Purposes of Professional Limited Liability Companies. –
I. Except as provided in RSA 304-D:2, II, professional limited liability companies may be organized under this chapter only for the purpose of rendering professional services, including necessary related services, within a single profession.
II. A professional limited liability company may be formed for the purpose of rendering professional services within 2 or more professions and for any purpose or purposes of this state for which limited liability companies may be organized under the law of this state applicable to limited liability companies to the extent that the combination of professional purposes or of professional and business purposes is permitted by the licensing laws of this state applicable to such professions and by rules adopted under those laws.
Source.
1993, 313:1, eff. July 1, 1993.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-D - Professional Limited Liability Companies › Section 304-D:3 - Prohibited Activities.

304-D:3 Prohibited Activities. –
A professional limited liability company shall not engage in any profession or business other than the profession or professions and businesses permitted by its certificate of formation, except that a professional limited liability company may invest its funds in real estate, mortgages, stocks, bonds or any other type of investment.
Source.
1993, 313:1, eff. July 1, 1993.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-D - Professional Limited Liability Companies › Section 304-D:4 - General Powers.

304-D:4 General Powers. –
A professional limited liability company shall have the powers enumerated in the laws of this state applicable to limited liability companies, except that a professional limited liability company may be a promoter, general partner, member, employee or manager only of a partnership, limited liability company, or corporation engaged only in rendering professional services or in carrying on business permitted by the certificate of formation of the professional limited liability company.
Source.
1993, 313:1, eff. July 1, 1993.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-D - Professional Limited Liability Companies › Section 304-D:5 - Rendering Professional Services.

304-D:5 Rendering Professional Services. –
A professional limited liability company, domestic or foreign, may render professional services in this state only through those persons permitted to render such services by the appropriate licensing authority. Nothing in this chapter shall be construed:
I. To require that any person who is employed by a professional limited liability company must be licensed to perform services for which no license is otherwise required;
II. To prohibit the rendering of professional services by a licensed natural person acting in an individual capacity. Any such person may also be a member, manager, employee or agent of a professional limited liability company, domestic or foreign; or
III. To prohibit the rendering of professional services by a person acting under the supervision or control of a licensed natural person.
Source.
1993, 313:1, eff. July 1, 1993.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-D - Professional Limited Liability Companies › Section 304-D:6 - Name of Professional Limited Liability Company.

304-D:6 Name of Professional Limited Liability Company. –
The name of a domestic professional limited liability company or of a foreign professional limited liability company authorized to transact business in this state:
I. Shall end with one of the following words or abbreviations: "professional limited liability company" or "P.L.L.C." or similar abbreviation;
II. Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than the purposes contained in its certificate of formation or application for registration;
III. Shall satisfy the requirements of RSA 304-C:32, except that a name shall not constitute a similar name if the similarity results from the use in the professional limited liability company's name of personal names of its members or former members or of natural persons who were associated with a predecessor entity;
IV. Shall otherwise conform to any rule adopted by a licensing authority having jurisdiction of a professional service described in the certificate of the professional limited liability company.
Source.
1993, 313:1. 2004, 248:54. 2012, 232:7, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-D - Professional Limited Liability Companies › Section 304-D:7 - Members and Transfer of Interests; Certificates.

304-D:7 Members and Transfer of Interests;  Certificates. –
I. No person may be a member of a professional limited liability company except:
(a) Natural persons who are authorized by law in this state, any other state or territory of the United States or the District of Columbia, or any foreign country to render professional services permitted by the certificate of formation of the professional limited liability company;
(b) Professional limited liability companies, domestic or foreign, in which all the members are qualified persons with respect to the professional limited liability company;
(c) General partnerships in which all the partners are qualified persons with respect to the professional limited liability company; and
(d) Professional corporations, domestic or foreign, authorized by law in this state to render professional services permitted by the certificate of incorporation of the professional corporation.
II. Where deemed necessary by the licensing authority for any profession in order to prevent violations of the ethical standards of the profession, the licensing authority may by rule further restrict, condition, or abridge the requirements to be a member of professional limited liability companies. No such rule shall, of itself, have the effect of causing a member of a professional limited liability company at the time the rule becomes effective to become a disqualified person or of suspending the terms of any purchase, option or other agreement then in force providing for the purchase of a professional limited liability company interest by any person. Any membership that is in violation of this section or in violation of any rule adopted under this section shall be void.
III. A member of a professional limited liability company may transfer, assign or pledge the interest of that member in the professional limited liability company only to natural persons, professional limited liability companies, general partnerships and professional corporations qualified under this chapter to be members of a professional limited liability company. Any transfer, assignment or pledge of an interest in violation of this section shall be void; however, nothing contained in this section shall prohibit the transfer of an interest in a professional limited liability company by operation of law or court decree.
IV. A member of a professional limited liability company becoming a disqualified person, unless such disqualification is for less than 5 months from the date of disqualification, shall cause cessation of membership for the purposes of RSA 304-C:100.
Source.
1993, 313:1. 1997, 120:39. 2012, 232:8, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-D - Professional Limited Liability Companies › Section 304-D:8 - Death or Disqualification of a Member.

304-D:8 Death or Disqualification of a Member. –
Unless otherwise provided in the limited liability company agreement, upon the death of a member of a professional limited liability company, or if a member of a professional limited liability company becomes a disqualified person, or if an interest in a professional limited liability company is transferred by operation of law or court decree to a disqualified person, the interest of the deceased member or of the disqualified person may be assigned to a qualified person.
Source.
1993, 313:1, eff. July 1, 1993.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-D - Professional Limited Liability Companies › Section 304-D:9 - Liability of Members and Employees.

304-D:9 Liability of Members and Employees. –
I. Any reference to a professional limited liability company in this section shall include both domestic and foreign professional limited liability companies.
II. Every individual who renders professional services as a member, manager, or employee of a professional limited liability company shall be liable for any negligent or wrongful act or omission in which he personally participates to the same extent as if he rendered the services as a sole practitioner. A member, manager, or employee of a professional limited liability company shall not be liable for the conduct of other members, managers, or employees unless he is at fault in appointing, supervising, or cooperating with them.
III. Every professional limited liability company whose members, managers, or employees perform professional services within the scope of their membership or employment or of their apparent authority to act for the professional limited liability company shall be liable to the same extent as its members, managers, and employees.
IV. Except as otherwise provided by law, the personal liability of a member, manager, or employee of a professional limited liability company shall be no greater in any respect than that of a member, manager, or employee of a limited liability company organized under the laws of this state applicable to limited liability companies.
Source.
1993, 313:1, eff. July 1, 1993.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-D - Professional Limited Liability Companies › Section 304-D:10 - Professional Relationships; Privileged Communications.

304-D:10 Professional Relationships;  Privileged Communications. –
I. The relationship between an individual performing professional services as a member, manager, or employee of a professional limited liability company, domestic or foreign, and a client or patient shall be the same as if the individual performed the services as a sole practitioner.
II. The relationship between a professional limited liability company, domestic or foreign, performing professional services and the client or patient shall be the same as between the client or patient and the individual performing the services.
III. Any privilege applicable to communications between a person rendering professional services and the person receiving the services recognized under the laws of this state, whether statutory or derived from common law, shall not be affected by reason of formation under this chapter. The privilege shall extend to a professional limited liability company, domestic or foreign, and its members, managers, and employees in all cases in which it shall be applicable to communications between a natural person rendering professional services on behalf of the professional limited liability company and the person receiving the services.
Source.
1993, 313:1, eff. July 1, 1993.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-D - Professional Limited Liability Companies › Section 304-D:11 - Voting.

304-D:11 Voting. –
No proxy for the purpose of voting as a member or manager in a professional limited liability company shall be valid unless it is given to a qualified person. A voting trust with respect to voting in a professional limited liability company shall not be valid unless all the trustees and beneficiaries of the voting trust are qualified persons, except that a voting trust may be validly continued for a period of 10 months after the death of a deceased beneficiary or for a period of 5 months after a beneficiary has become a disqualified person.
Source.
1993, 313:1, eff. July 1, 1993.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-D - Professional Limited Liability Companies › Section 304-D:12 - Officers and Managers.

304-D:12 Officers and Managers. –
Except as otherwise provided by the licensing laws of this state and rules adopted under these laws or by any licensing authority in this state, each manager of a professional limited liability company, if any, and all the officers, if any, other than the secretary or an assistant secretary and the treasurer or an assistant treasurer shall be qualified persons with respect to the professional limited liability company.
Source.
1993, 313:1, eff. July 1, 1993.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-D - Professional Limited Liability Companies › Section 304-D:13 - Merger.

304-D:13 Merger. –
I. A professional limited liability company may merge with another professional limited liability company, domestic, or foreign, only if every member of each professional limited liability company is qualified to be a member of the surviving professional limited liability company.
II. Upon the merger of a professional limited liability company, if the surviving professional limited liability company is to render professional services in this state, it shall comply with this chapter.
Source.
1993, 313:1, eff. July 1, 1993.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-D - Professional Limited Liability Companies › Section 304-D:14 - Termination of Professional Activities.

304-D:14 Termination of Professional Activities. –
If a professional limited liability company ceases to render professional services, it shall, within a reasonable period of time, either dissolve and liquidate or amend its certificate of formation to delete from its stated purposes the rendering of professional services and to conform to the requirements of the law of this state applicable to limited liability companies regarding its name. The professional limited liability company may then continue in existence as a limited liability company under the limited liability law of this state and shall no longer be subject to the provisions of this chapter.
Source.
1993, 313:1, eff. July 1, 1993.