reglab/statecodes huggingface dataset:
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:143 - Dispositions of Known Claims Against Dissolved Limited Liability Company.

304-C:143 Dispositions of Known Claims Against Dissolved Limited Liability Company. –
I. After the effective date of the dissolution of a limited liability company, a limited liability company may dispose of known claims against it by complying with the procedures described in paragraph II.
II. The limited liability company shall, within 60 days after the effective date of its dissolution, notify claimants who have known claims against it by sending them by regular mail a written notice of its dissolution. The written notice of dissolution shall:
(a) State the effective date of the dissolution;
(b) State the deadline, which may not be fewer than 120 days after the date of the written notice, by which the limited liability company must receive a written claim from the claimant;
(c) Describe the information that must be included in the written claim, which information shall include only information that is reasonable for the limited liability company to require of the claimant;
(d) Provide a mailing address where the written claim shall be sent; and
(e) State that the claim will be barred if the limited liability company does not receive the written claim by the deadline set forth pursuant to subparagraph (b).
III. A known claim against the limited liability company shall be barred if the limited liability company gives the claimant a written notice under paragraph II and the claimant fails to deliver a written claim to the limited liability company by the deadline set forth in subparagraph II(b).
IV. A known claim against the limited liability company shall be barred if:
(a) The limited liability company gives a claimant a written notice of a known claim in accordance with paragraph II.
(b) The claimant delivers a written claim to the limited liability company by the deadline set forth in subparagraph II(b);
(c) The limited liability company provides the claimant with a written rejection of the written claim within 30 days after receiving the written claim; and
(d) The claimant fails to commence a proceeding against the limited liability company to enforce the claim within 90 days after the date of the rejection notice.
V. For purposes of this subdivision, a "known claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
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:144 - Disposition of Unknown Claims Against Dissolved Limited Liability Company.

304-C:144 Disposition of Unknown Claims Against Dissolved Limited Liability Company. –
I. After a limited liability company has been dissolved, it may dispose of unknown claims against it by following the procedures described in paragraph II.
II. A limited liability company shall publish a notice stating that it has been dissolved and that it is winding up its business and internal affairs. In this notice, it shall request that persons with claims against it present them to it in accordance with the notice.
(a) The notice must be published once in a newspaper of general circulation in the county where the limited liability company's principal office, or, if none in this state, its registered office, is located.
(b) The notice must state the effective date of the limited liability company's dissolution.
(c) The notice must contain the information that must be included in a claim, which information shall include only information that is reasonable for the limited liability company to require of the claimant.
(d) The notice must provide a mailing address where the claim shall be sent.
(e) The notice must state that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced by the third anniversary of the effective of the limited liability company's dissolution.
III. If the limited liability company publishes a newspaper notice in accordance with paragraph II, the claim of each of the following claimants shall be barred unless the claimant commences a proceeding to enforce the claim against the limited liability company within 3 years after the publication date of the notice:
(a) A claimant with an unknown claim against the limited liability company.
(b) A claimant with a known claim against the limited liability company who did not receive written notice from the limited liability company under RSA 304-C:143, II.
(c) A claimant with a known claim against the limited liability company who sent a timely written claim to the limited liability company under RSA 304-C:143, II but whose written claim was not acted on by the limited liability company.
(d) A claimant with a claim against the limited liability company whose claim is contingent or based on an event occurring after the effective date of the limited liability company's dissolution.
IV. A claim may be enforced under this section:
(a) Against the limited liability company to the extent of its undistributed assets; or
(b) If the limited liability company has distributed its assets in liquidation, against a member of the limited liability company to the extent of the member's pro rata share of the claim or the assets of the limited liability company distributed to the member in liquidation, whichever is less. However, a member's total liability for all claims under this section shall not exceed the total amount of assets distributed to the member.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:145 - Late Reinstatements-In General.

304-C:145 Late Reinstatements-In General. –
I. A limited liability company administratively dissolved under RSA 304-C:136 may apply to the secretary of state for late reinstatement if more than 3 years have expired since the effective date of dissolution. The application shall be in such form and contain such information as the secretary of state may require.
II. Notice of the late reinstatement shall be published one time in a newspaper of general circulation in the county where the dissolved limited liability company's principal office, or, if none in this state, its registered office, is or was last located or the secretary of state's Internet website. The notice shall:
(a) Indicate that all interested parties are encouraged to submit comments.
(b) Include the mailing address of the secretary of state.
III. If the secretary of state determines that the information submitted in the application for late reinstatement is correct, that the limited liability company has made the notice required under paragraph II, that the application is accompanied by the fee required under RSA 304-C:191, II(f), and that the limited liability company should be reinstated, the secretary of state shall cancel the notice of dissolution and prepare a notice of reinstatement that recites the determination and the effective date of reinstatement and mail the notice to the limited liability company.
IV. If the application for reinstatement included a change of name of the limited liability company, the notice shall set forth the change of name of the limited liability company and the fee required pursuant to RSA 304-C:191, II(d), and the notice shall constitute an amendment to the certificate of formation. If the application for reinstatement included a change of the registered agent, the notice shall set forth the name of the new registered agent and the fee required pursuant to RSA 304-C:191, II(b).
V. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the limited liability company resumes carrying on its business as if the administrative dissolution had never occurred.
Source.
2012, 232:2, eff. Jan. 1, 2013. 2015, 273:12, eff. Jan. 1, 2016. 2018, 221:12, eff. Aug. 7, 2018.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:146 - Appeals From Denials of Late Reinstatements.

304-C:146 Appeals From Denials of Late Reinstatements. –
I. If the secretary of state denies a limited liability company's application for reinstatement following administrative dissolution, the secretary shall mail the limited liability company a written notice that explains the reason or reasons for denial.
II. The limited liability company may appeal the denial of reinstatement to the superior court within 30 days after service of the notice of denial is perfected.
III. The limited liability company shall appeal the denial by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the limited liability company's application for reinstatement, and the secretary of state's notice of denial.
IV. The court may summarily order the secretary of state to reinstate the dissolved limited liability company or may take other action the court considers appropriate.
V. 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:147 - Statutory Conversion-Definition.

304-C:147 Statutory Conversion-Definition. –
A statutory conversion is a procedure:
I. Which involves only a single business entity; and
II. Under which the converting business entity, as defined in RSA 304-C:148, II:
(a) Converts its business organization form to a different business organization form; but
(b) Remains the same business entity after the statutory conversion as before.
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:148 - Other Business Entity; Converting Business Entity.

304-C:148 Other Business Entity;  Converting Business Entity. –
I. Another business entitymeans an entity whose business organization form is not the limited liability company business organization form.
II. Aconverting business entitymeans an other business entity that intends to make or that makes a statutory conversion of its business organization form to the limited liability company form.
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:150 - Approvals of Statutory Conversions of Limited Liability Companies to Other Business Entities.

304-C:150 Approvals of Statutory Conversions of Limited Liability Companies to Other Business Entities. –
I. An entity whose business organization form is that of a limited liability company under this act may make a statutory conversion of its business organization form to another business organization form authorized by applicable statute upon (1) the authorization of the statutory conversion in accordance with this section; and (2) the fulfillment of the requirements for a statutory conversion under the statute governing entities having the other business organization form.
II. If the limited liability company agreement specifies the manner of authorizing a statutory conversion of a business entity that is a limited liability company under this act, the statutory conversion shall be authorized as specified in the limited liability company agreement of that entity.
III. If the limited liability company agreement of the limited liability company referred to in paragraph II does not specify the manner of authorizing a statutory conversion of the limited liability company and does not prohibit a statutory conversion of the limited liability company, the statutory conversion shall be authorized in the same manner as is specified in the limited liability company agreement for authorizing a merger that involves the limited liability company as a constituent party to the merger.
IV. If the limited liability company agreement of the limited liability company referred to in paragraph II does not specify the manner of authorizing a statutory conversion of the limited liability company or a merger that involves the limited liability company as a constituent party and does not prohibit a statutory conversion of the limited liability company, the statutory conversion shall be authorized by majority vote of the members of the limited liability company, or, if there is more than one class or group of members, then by each class or group of members, in either case, by majority vote of the members in each class or group.
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:151 - Events of Dissociation of Individuals Who are Members of Single-Member Limited Liability Companies.

304-C:151 Events of Dissociation of Individuals Who are Members of Single-Member Limited Liability Companies. –
Notwithstanding any other provision of this act, individuals who are members of single-member limited liability companies shall, unless the operating agreement provides otherwise, be dissociated only upon their withdrawal or death.
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:152 - Effect of Withdrawal of Member of Single-Member Limited Liability Company.

304-C:152 Effect of Withdrawal of Member of Single-Member Limited Liability Company. –
Unless the operating agreement provides otherwise, upon the withdrawal of a member of a single-member limited liability company, the limited liability company shall be deemed to be dissolved and shall be wound up and liquidated by the member or by any other person that the member appoints for this purpose and that accepts this appointment.
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:153 - Successor to Deceased Member of Single-Member Limited Liability Company Becomes Member.

304-C:153 Successor to Deceased Member of Single-Member Limited Liability Company Becomes Member. –
Unless the operating agreement provides otherwise, a person who succeeds to the limited liability company interest of a deceased member of a single-member limited liability company is admitted as the member of the limited liability company.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:154 - Provisions in Other Parts of This Act Relevant to Single-Member LLCs.

304-C:154 Provisions in Other Parts of This Act Relevant to Single-Member LLCs. –
The provisions in other parts of this act that specifically apply to single-member LLCs are the following:
I. RSA 304-C:43;
II. RSA 304-C:100, VI;
III. RSA 304-C:126, VI;
IV. RSA 304-C:126, VII; and
V. RSA 304-C:131.
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:155 - Mergers of Limited Liability Companies-In General.

304-C:155 Mergers of Limited Liability Companies-In General. –
I. Unless the operating agreement provides otherwise and subject to any law applicable to other business entities or foreign limited liability companies that are parties to the merger, one or more domestic limited liability companies may merge with or into one or more foreign limited liability companies or domestic limited liability companies or other business entities, with any party to the merger being the surviving entity.
II. Rights or securities of or interests in a constituent entity may be exchanged for or converted into cash, property, obligations, rights, or securities of or interests in the surviving entity or of any other business entity.
Source.
2012, 232:2, eff. Jan. 1, 2013. 2018, 222:2, eff. Aug. 7, 2018.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:156 - Merger Approvals.

304-C:156 Merger Approvals. –
I. Unless the operating agreement provides otherwise, a limited liability company that is a party to a proposed merger shall approve the merger agreement by majority vote of the members, or if there is more than one class or group of members, then by majority vote of the members of each class or group of members.
II. Each other business entity and foreign limited liability company that is a party to a proposed merger to be made under RSA 304-C:155 shall approve the merger in the manner and by the vote required by the laws applicable to such other business entity or foreign limited liability company and each constituent entity's governing documents.
III. Each constituent entity shall have such rights to abandon the merger as are provided for in the merger agreement or in the laws applicable to such constituent entity.
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:157 - Agreements of Merger.

304-C:157 Agreements of Merger. –
I. Each constituent entity shall enter into a written agreement of merger, which shall be approved in accordance with RSA 304-C:156.
II. The agreement of merger shall set forth:
(a) The name of each constituent entity and the name of the surviving entity into which each other constituent entity merges;
(b) The terms and conditions of the merger;
(c) The manner and basis of converting the interests in each limited liability company and the shares of stock or other interests in each other business entity that is a party to the merger into interests, shares, or other securities or obligations, as the case may be, of the surviving entity, or of any other constituent entity, or, in whole or in part, into cash or other property;
(d) Any amendments to the certificate of formation of a limited liability company, or articles of incorporation of a corporation, or certificate of limited partnership of a limited partnership or the partnership agreement of a general partnership or a limited partnership, or any other organic documents of a constituent entity, as the case may be, of the surviving entity that are to be effected by the merger, or that no such changes are to be effected; and
(e) Such other provisions relating to the merger as are deemed necessary or desirable.
III. (a) An agreement of merger approved under RSA 304-C:156 may effect any amendment to a operating agreement for a limited liability company if it is the surviving entity in the merger.
(b) If the surviving entity is a limited liability company, an approved agreement of merger may also provide that the operating agreement of any constituent limited liability company to the merger, including a limited liability company formed for the purpose of consummating a merger, shall be the operating agreement of the surviving entity.
(c) Any amendment to a operating agreement or adoption of a new operating agreement shall be effective at the effective time or date of the merger.
IV. The provisions of this section shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in a operating agreement or other agreement or as otherwise permitted by law.
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:158 - Certificates of Merger.

304-C:158 Certificates of Merger. –
I. The surviving entity shall deliver to the secretary of state a certificate of merger signed by each constituent entity setting forth:
(a) The name and jurisdiction of formation or organization of each constituent entity;
(b) That an agreement of merger has been approved and signed by each constituent entity;
(c) The name of the surviving entity;
(d) To the extent permitted by RSA 304-C:29, the future effective date and time of the merger, which shall be a date or time certain, if it is not to be effective at the close of business on the date of filing of the certificate of merger;
(e) That the agreement of merger is on file at a place of business of the surviving entity, and the address of that place of business;
(f) That a copy of the agreement of merger will be furnished by the surviving entity, on request and without cost, to any person holding an interest in any constituent entity; and
(g) If the surviving entity is not a business entity organized under the laws of this state, a statement that such surviving entity:
(1) Agrees that it may be served with process in this state in any proceeding for enforcement of any obligation of any constituent entity that was organized under the laws of this state, as well as for enforcement of any obligation of the surviving entity arising from the merger; and
(2) Appoints the secretary of state as its agent for service of process in any such proceeding, and the surviving entity shall specify the address to which a copy of the process shall be mailed to it by the secretary of state.
II. A merger takes effect upon the later of the effective date of the filing of the certificate of merger or the date set forth in the certificate of merger.
III. The certificate of merger shall be signed by a limited liability company that is a party to the merger and shall be filed with the secretary of state.
IV. A certificate of merger shall constitute a certificate of cancellation for a limited liability company which is not the surviving entity in the 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:159 - Merger Effects.

304-C:159 Merger Effects. –
A merger under this act has the following effects:
I. Each constituent entity shall be merged into a single entity, which shall be the entity designated in the plan of merger as the surviving entity;
II. Each constituent entity, except the surviving entity, shall cease to exist;
III. The surviving entity shall thereupon and thereafter possess all the rights, privileges, immunities, and powers of each constituent entity and shall be subject to all the restrictions, disabilities, and duties of each of such constituent entities to the extent such rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties are applicable to the type of business entity that is the surviving entity;
IV. All property, real, personal, and mixed, and all debts due on whatever account, including promises to make capital contributions and subscriptions for shares, and all other related claims, and all and every other interest of or belonging to or due to each of the constituent entities shall be vested in the surviving entity without further act or deed;
V. The title to all real estate and any interest therein, vested in any such constituent entity shall not revert or be in any way impaired by reason of such merger;
VI. As of the effective date the surviving entity shall be liable for all liabilities and obligations of each of the constituent entities so merged, and any claim existing or action or proceeding pending by or against any such constituent entity may be prosecuted as if such merger had not taken place, or the surviving entity may be substituted in the action;
VII. Neither the rights of creditors nor any liens on the property of any constituent entity shall be impaired by the merger; and
VIII. The interests in a limited liability company or shares or other interests in an other business entity that are to be converted or exchanged into interests, shares or other securities, cash, obligations, or other property under the terms of the merger agreement are so converted, and the former holders of these interests are entitled only to the rights provided in the merger agreement or the rights otherwise provided by law.
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:160 - Definitions.

304-C:160 Definitions. –
In this subdivision:
I. "Dissenter" means a member who is entitled to dissent from limited liability company action under RSA 304-C:161 and who exercises that right when and in the manner required under this subdivision.
II. "Fair value" means the value of the dissenter's limited liability interest of a limited liability company immediately before the effective date of the limited liability action referred to in RSA 304-C:161, excluding any appreciation or depreciation in anticipation of the limited liability action.
III. "Interest" means interest from the effective date of the action referred to in RSA 304-C:161 that gave rise to the member'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 liability company" means a limited liability company whose members have obtained rights to dissent under RSA 304-C:161, and includes any successor by merger or conversion.
V. "Member" includes a former member who has ceased to be a member, but who was not entitled to payment for the value of the member's limited liability interest upon cessation of the former member's membership.
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:161 - Right of Members to Dissent-in General.

304-C:161 Right of Members to Dissent-in General. –
I. Unless the operating agreement provides otherwise, a member of a limited liability company is entitled to dissent from, and obtain payment of the fair value of the member's limited liability company interest, upon any of the following actions:
(a) Consummation of a plan of merger to which the limited liability company is a party;
(b) Consummation of a plan of statutory conversion of the limited liability company to some other business form;
(c) An amendment to the operating agreement:
(1) Altering or abolishing a right in respect of distribution, other than alteration by dilution through the admission of other members or acceptance of contributions;
(2) Altering or abolishing a right to voluntarily withdraw; or
(3) Altering or abolishing any right of a member to vote on any matter, other than alteration by dilution through the admission of other members or acceptance of contributions.
II. A member entitled to dissent and obtain payment for such member's limited liability company interest under this subdivision may not challenge the limited liability company action creating such member's entitlement unless the action is unlawful or fraudulent with respect to the member or the limited liability company.
Source.
2012, 232:2, eff. Jan. 1, 2013. 2016, 246:9, eff. Aug. 9, 2016.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:162 - Notices by Limited Liability Companies to Members Concerning Members' Right to Dissent.

304-C:162 Notices by Limited Liability Companies to Members Concerning Members' Right to Dissent. –
I. If the proposed action of the limited liability company creating dissenters' rights under RSA 304-C:161 is submitted to a vote at a meeting of the members, the meeting notice must state that members 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 liability company action creating dissenters' rights under RSA 304-C:161 is taken without a vote of the members, the limited liability company shall notify in writing all members entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in RSA 304-C:164.
III. A limited liability company's failure to give notice under this section shall not invalidate the limited liability company 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:163 - Notices by Dissenting Members to Limited Liability Companies Concerning Members' Intent to Demand Payment.

304-C:163 Notices by Dissenting Members to Limited Liability Companies Concerning Members' Intent to Demand Payment. –
I. If a proposed action of a limited liability company creating dissenters' rights under RSA 304-C:161 is submitted to a vote at a meeting of the members, a member who wishes to assert dissenters' rights shall:
(a) Deliver to the limited liability company before the vote is taken a written notice of the member's intent to demand payment for the member's limited liability company interest if the proposed action is effectuated.
(b) Not vote the member's limited liability company interest in favor of the proposed action.
II. No such written notice of intent to demand payment is required of any member to whom the limited liability company has failed to provide the notice required by RSA 304-C:162.
III. A member who does not satisfy the requirements of this section is not entitled to payment for such member's limited liability company interest under this subdivision.
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:164 - Dissenters' Notices Required to be Provided by Limited Liability Companies to Members.

304-C:164 Dissenters' Notices Required to be Provided by Limited Liability Companies to Members. –
I. If a proposed action of a limited liability company creating dissenters' rights under RSA 304-C:161 is authorized at a meeting of the members, the limited liability company shall deliver a written dissenters' notice to all members who have satisfied the requirements of RSA 304-C:163.
II. The dissenters' notice must be sent no later than 10 days after the action of the limited liability company 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 members of the principal terms of the proposed limited liability company action and requires that the person asserting dissenters' rights certify whether or not the member acquired limited liability company interest before that date;
(c) Set a date by which the limited liability company 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 I is sent; and
(d) Be accompanied by a copy of this subdivision if the limited liability company has not previously sent a copy of this subdivision to the member under RSA 304-C:162.
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:165 - Duty of Dissenters to Demand Payment, Etc.

304-C:165 Duty of Dissenters to Demand Payment, Etc. –
I. A member sent a dissenters' notice described in RSA 304-C:164 must demand payment and certify whether the member acquired the limited liability company interest before the date required to be set forth in the dissenters' notice under RSA 304-C:164.
II. A member who demands payment under paragraph I retains all of the rights of a member until those rights are canceled or modified by completion of the proposed action of the limited liability company.
III. A member who does not demand payment by the date set forth in the dissenters' notice is not entitled to payment of fair value for such member's membership rights under this subdivision.
IV. A demand for payment filed by a member may not be withdrawn unless the limited liability company with which it was filed or the surviving limited liability company or other business entity consents to such withdrawal.
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:166 - Limited Liability Companies' Making of Payments to Dissenting Members.

304-C:166 Limited Liability Companies' Making of Payments to Dissenting Members. –
I. Except as provided in RSA 304-C:168, as soon as the proposed limited liability company action is effectuated, or upon receipt of a payment demand, whichever is later, the limited liability company shall pay each dissenter who complied with RSA 304-C:165 the amount the limited liability company estimates to be the fair value of such dissenter's membership rights, plus accrued interest.
II. The payment must be accompanied by:
(a) The limited liability company's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, and the latest available interim financial statements, if any;
(b) A statement of the limited liability company's estimate of the fair value of the membership rights;
(c) An explanation of how the value of the membership rights was calculated;
(d) A statement of the dissenter's right to demand payment under RSA 304-C:169; and
(e) A copy of this subdivision, if the limited liability company has not previously sent a copy of this subdivision to the member under RSA 304-C:162 or RSA 304-C:164.
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:167 - Limited Liability Company Failures to Take Actions Giving Rise to Dissenters' Rights.

304-C:167 Limited Liability Company Failures to Take Actions Giving Rise to Dissenters' Rights. –
If the limited liability company does not effectuate the proposed action that gave rise to the dissenters' rights within 60 days after the date set for demanding payment, it shall send a new dissenters' notice under RSA 304-C:162 and repeat the payment demand procedure if it effectuates the proposed 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:168 - Dissenters' Rights of Persons With After-Acquired Limited Liability Company Interests.

304-C:168 Dissenters' Rights of Persons With After-Acquired Limited Liability Company Interests. –
A limited liability company may elect to withhold payment required by RSA 304-C:166 from a dissenter unless the dissenter was a member before the date set forth in the dissenters' notice as of the date of the first announcement to news media or to members of the principal terms of the proposed limited liability company 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:169 - Procedures if Members are Dissatisfied With Payments or Offers of Payment.

304-C:169 Procedures if Members are Dissatisfied With Payments or Offers of Payment. –
I. A dissenter may notify the limited liability company in writing of the dissenter's own estimate of the fair value of such dissenter's limited liability company interest and amount of interest due, and demand payment of the dissenter's estimate, less any payment under RSA 304-C:166, if:
(a) The dissenter believes that the amount paid under RSA 304-C:166 is less than the fair value of the dissenter's limited liability company interest or that the interest due is incorrectly calculated; or
(b) The limited liability company fails to make payment under RSA 304-C:166 within 60 days after the date set for demanding payment.
II. A dissenter waives the right to demand payment under this section unless the dissenter notifies the limited liability company of the dissenter's demand in writing under paragraph I within 30 days after the limited liability company made or offered payment for such dissenter's limited liability company interest.
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:170 - Appraisal Actions.

304-C:170 Appraisal Actions. –
I. If a demand for payment under RSA 304-C:169 remains unsettled, the limited liability company shall commence a proceeding within 60 days after receiving the payment demand and petition the superior court to determine the fair value of the limited liability company interest and accrued interest. If the limited liability company does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
II. The limited liability company shall commence the proceeding in superior court of the county where the limited liability company's principal executive office or, if none in this state, its registered office, is located.
III. If the limited liability company is a surviving foreign entity without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic limited liability company merged or converted into with the foreign limited liability company was located.
IV. The limited liability company shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their limited liability company interests, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
V. The jurisdiction of the court in which the proceeding is commenced under paragraph I is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The dissenters shall be entitled to the same discovery rights as parties in other civil proceedings.
VI. Each dissenter made a party to the proceeding shall be entitled to judgment:
(a) For the amount, if any, by which the court finds the fair value of the dissenter's membership rights plus accrued interest exceeds the amount paid by the limited liability company; or
(b) For the fair value, plus accrued interest, of such dissenter's after-acquired membership rights for which the limited liability company elected to withhold payment under RSA 304-C:168.
VII. The limited liability company shall be entitled to judgment against each specific dissenter for the amount, if any, by which the court finds the fair value of such dissenter's membership rights, plus accrued interest, is less than the amount paid by the limited liability company to each dissenter.
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:171 - Allocations of Court Costs and Counsel Fees in Appraisal Actions.

304-C:171 Allocations of Court Costs and Counsel Fees in Appraisal Actions. –
I. The court in an appraisal proceeding commenced under RSA 304-C:170 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the limited liability company, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily or not in good faith in demanding payment under RSA 304-C:169.
II. The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:
(a) Against the limited liability company and in favor of any or all dissenters if the court finds the limited liability company did not substantially comply with the requirements of RSA 304-C:161 through RSA 304-C:169.
(b) Against either the limited liability company or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this subdivision.
III. If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated and that the fees for those services should not be assessed against the limited liability company, the court may award to these counsel reasonable fees to be paid out of the amount awarded to the dissenters who were benefited.
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:173 - Law Governing Foreign Limited Liability Companies.

304-C:173 Law Governing Foreign Limited Liability Companies. –
I. Internal Affairs. The laws of the state, territory, possession, or other jurisdiction or country under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability of its members and managers.
II. A foreign limited liability company shall not be denied registration by reason of any difference between those laws and the laws of New Hampshire.
III. A foreign limited liability company shall be subject to and have the benefit of RSA 304-C:21 and RSA 304-C:22.
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:174 - Transactions Not Constituting Doing Business.

304-C:174 Transactions Not Constituting Doing Business. –
I. The following activities of a foreign limited liability company, among others, do not constitute doing business within the meaning of RSA 304-C:175:
(a) Maintaining, defending, or settling any proceeding;
(b) Holding meetings of its members or managers or carrying on any other activities concerning its internal affairs;
(c) Maintaining bank accounts;
(d) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited liability company's own securities or interests or maintaining trustees or depositories with respect to those securities or interests;
(e) Selling through independent contractors;
(f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(g) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(i) Owning, without more, real or personal property;
(j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature; or
(k) Transacting business in interstate commerce.
II. The foreign limited liability company shall not be considered to be doing business solely because it:
(a) Owns a controlling interest in a corporation that is doing business;
(b) Is a limited partner of a limited partnership that is doing business; or
(c) Is a member or manager of a limited liability company or foreign limited liability company that is doing business.
III. This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process or taxation in this state or to regulation under any other law of this state, and nothing in this section shall be construed to preclude a determination that a foreign limited liability company is carrying on a business activity in this state within the meaning of RSA 77-A:1, XII.
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:175 - Requirement of Registration by Foreign Limited Liability Companies; Applications for Registration.

304-C:175 Requirement of Registration by Foreign Limited Liability Companies;  Applications for Registration. –
Before doing business in New Hampshire, a foreign limited liability company shall register with the secretary of state. In order to register, a foreign limited liability company shall pay the fee required by RSA 304-C:191, II(h) and shall file an application for registration as a foreign limited liability company, setting forth:
I. The name of the foreign limited liability company and, if different, the name under which it proposes to register and do business in New Hampshire;
II. The state, territory, possession, or other jurisdiction or country where formed, and the date of its formation;
III. The nature of the business or purposes to be conducted or promoted in New Hampshire;
[Paragraph IV effective until November 1, 2023; see also paragraph IV set out below.]
IV. The address of the registered office and name and address of the registered agent for service of process required to be maintained under RSA 304-C:177, IV; and
[Paragraph IV effective November 1, 2023; see also paragraph IV set out above.]
IV. The address of the registered office and name and address of the registered agent for service of process required to be maintained under RSA 304-C:177, IV;
[Paragraph V effective until November 1, 2023; see also paragraph V set out below.]
V. The name and address of any manager or member signing the application.
[Paragraph V effective November 1, 2023; see also paragraph V set out above.]
V. An affirmation that the entity is in good standing with the agency where its certificate of formation is filed in its home jurisdiction; and
[Paragraph VI effective November 1, 2023.]
VI. The name and address of any manager or member signing the application.
Source.
2012, 232:2, eff. Jan. 1, 2013. 2015, 273:14, eff. Jan. 1, 2016. 2023, 170:4, eff. Nov. 1, 2023.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:176 - Issuance of Registrations.

304-C:176 Issuance of Registrations. –
I. If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid:
(a) The secretary shall certify that the application has been filed by endorsing upon the original application the word "filed," and the date of the filing. This endorsement is conclusive of the date of its filing in the absence of actual fraud.
(b) The secretary shall file and index the endorsed application.
II. The secretary shall return a copy of the application, similarly endorsed, to the person who filed the application or such person's representative.
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:178 - Amendments to Applications to Register Foreign Limited Liability Companies.

304-C:178 Amendments to Applications to Register Foreign Limited Liability Companies. –
I. A foreign limited liability company registered to transact business in New Hampshire shall amend its application for registration if it changes:
(a) Its name; or
(b) Its state or country of formation.
II. The filing provisions of RSA 304-C:28 shall apply to the amendment of a foreign limited liability company's application for registration.
Source.
2012, 232:2, eff. Jan. 1, 2013.