reglab/statecodes huggingface dataset:
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:103 - Member Withdrawals.

304-C:103 Member Withdrawals. –
I. Unless the operating agreement provides otherwise, a member may withdraw from a limited liability company at any time by giving 30 days' written notice to the other members, or such other notice as is provided for in writing in the operating agreement.
II. If the member has the power to withdraw but the withdrawal is a breach of the operating agreement, or the withdrawal occurs in connection with otherwise wrongful conduct of the member, the limited liability company may recover from the withdrawing member damages for breach of the operating agreement or as a result of the wrongful conduct, which may include the reasonable costs of obtaining replacement of any services the withdrawn member was obligated to provide to the limited liability company.
III. The limited liability company may offset its damages under paragraph II against the amount otherwise distributable to the withdrawing member, in addition to pursuing any remedies provided for in the operating agreement or otherwise available under applicable law.
IV. Unless the operating agreement provides otherwise, in the case of a limited liability company for a definite term or particular undertaking, a withdrawal by a member before the expiration of the term or the accomplishment of the purpose is wrongful conduct for which the limited liability company may recover damages under the provisions of paragraph 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:104 - Judicial Removal of Member.

304-C:104 Judicial Removal of Member. –
I. An operating agreement may provide for the removal of a member by any method or procedure and for any reason.
II. Unless the operating agreement provides a method or procedure and standard for removal of a member, then, on application by any member to the superior court and after notice to the member sought to be removed under the provisions of paragraph IV:
(a) The court may remove a member by judicial order if (1) the member has breached a duty to the limited liability company; (2) the breach has caused material injury to the limited liability company; and (3) if the breach is capable of being remedied, the member has failed to remedy the breach within a reasonable time after receiving notice of it.
(b) The court may remove a member by judicial order if (1) the member has engaged in any other conduct that has caused material injury to the limited liability company; and (2) if the injury is capable of being remedied, the member has failed to remedy the injury within a reasonable time after receiving notice of the injury.
(c) The court may remove a member by judicial order if it is certain or reasonably likely that (1) the member will breach the member's duty to the limited liability company and the breach is certain or reasonably likely to cause material injury to the limited liability company; or (2) the member will engage in any other conduct that is certain or reasonably likely to cause material injury to the limited liability company.
(d) The court may remove a member by judicial order if the member has engaged, or is engaging, in conduct relating to the limited liability company's activities that make it not reasonably practicable to carry on the activities of the limited liability company with the person as a member.
III. In responding to an application under paragraph II, the court shall have discretion to provide relief to the applicant, the limited liability company, or the member sought to be removed other than the removal of the member sought to be removed, including the discretion to order a redemption or cross-purchase of all or any part of the membership rights of any member or members of the limited liability company on terms determined by the court.
IV. For purposes of this section, timely written notice shall mean a written notice given by the limited liability company or another member to the member sought to be removed. This notice shall state with specificity the duty breached, the member's actions or omissions, or threatened actions or omissions, as the case may be, given within a reasonable time after the limited liability company or other member first became aware, or reasonably should have become aware, of the breach, actions or omissions or threatened actions or omissions that constitute cause for removal of 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:105 - Distributions Upon Member Dissociation.

304-C:105 Distributions Upon Member Dissociation. –
I. Unless the operating agreement provides otherwise, any member, upon dissociation under RSA 304-C:100, RSA 304-C:101, or RSA 304-C:102, is entitled to receive any accrued distribution to which the member was entitled at the time of dissociation.
II. Unless the operating agreement provides otherwise, a dissociating member is not entitled to receive any payment for the value of the member's membership rights, including the member's limited liability company interest, as of the date of dissociation.
III. If a dissociated member receives no payment for the value of the member's membership rights, including the member's limited liability company interest, the dissociated member shall continue to have the rights of a transferee of a limited liability company interest under RSA 304-C:123, subject to the limited liability company's right of offset under RSA 304-C:103, III.
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:105-a - Right of Legal Representatives of Certain Dissociated Members to Exercise Members' Membership Rights.

304-C:105-a Right of Legal Representatives of Certain Dissociated Members to Exercise Members' Membership Rights. –
I. Unless the operating agreement provides otherwise, and subject to RSA 304-C:153, upon the dissociation of a member under RSA 304-C:100, V because of the member's death, the member's executor, administrator, guardian, conservator, or other legal representative may exercise all of the membership rights held by the member immediately before the member's death for the purpose of settling the member's estate or administering the member's property.
II. Unless the operating agreement provides otherwise, upon the dissociation of a member under RSA 304-C:100, VI because of a determination that the member is incapacitated, the member's legal representative may, for a period of one year after the date of the determination, exercise all of the membership rights held by the member immediately before the date of the determination.
III. Unless the operating agreement provides otherwise, upon the dissociation of a member that is a corporation, trust, or other entity under RSA 304-C:101 because of the entity's dissolution or termination, all of the membership rights held by the member immediately before the effective date of the dissolution or termination may be exercised by its legal representative or successor for the purposes of winding up its affairs.
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:106 - Application to Certain Members of Fiduciary Duties Applicable to Managers.

304-C:106 Application to Certain Members of Fiduciary Duties Applicable to Managers. –
Unless the operating agreement provides otherwise, the duties imposed on managers of limited liability companies under this subdivision shall apply also to:
I. Members of member-managed multi-member limited liability companies; and
II. Non-manager members of manager-managed multi-member limited liability companies to the extent that these non-manager members exercise management functions for these limited liability companies.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:107 - Expansion, Restriction and Elimination of Duties.

304-C:107 Expansion, Restriction and Elimination of Duties. –
To the extent that, at law or in equity, a member or manager or other person has duties, including fiduciary duties, to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by an operating agreement, the member's or manager's or other person's duties may be expanded or restricted or eliminated by provisions in the operating agreement; provided, that the operating agreement may not eliminate the implied contractual covenant of good faith and fair dealing.
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:108 - Duty and Standard of Care.

304-C:108 Duty and Standard of Care. –
I. Unless the operating agreement provides otherwise, managers shall have a duty of care to the limited liability company and to the members.
II. Unless the operating agreement provides otherwise, managers shall discharge their management duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.
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:109 - Business Judgment Rule.

304-C:109 Business Judgment Rule. –
I. Unless the operating agreement provides otherwise, there shall be a rebuttable presumption that a manager has not breached the manager's duty of care if, in the matter in question, the manager has acted:
(a) In accordance with contractual good faith;
(b) In a manner the manager reasonably believed to be in the best interest of the limited liability company; and
(c) On the basis of reasonably adequate information.
II. As used in this act, the phrase "contractual good faith" means good faith within the meaning of the implied contractual covenant of good faith and fair dealing as partially defined in RSA 304-C:111, 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:110 - Duty of Loyalty-in General.

304-C:110 Duty of Loyalty-in General. –
I. Unless the operating agreement provides otherwise, managers shall owe a duty of loyalty to the limited liability company and to the members.
II. For purposes of this act, the duty of loyalty of managers shall mean their duty to act in a manner that they reasonably believe to be in the best interest of the limited liability company.
III. Unless the operating agreement provides otherwise, the duty of loyalty of a manager shall include:
(a) A duty not to compete against the limited liability company;
(b) A duty not to engage in self-interested transactions with the limited liability company;
(c) A duty not to usurp business opportunities of the limited liability company;
(d) A duty to maintain the confidentiality of confidential limited liability company information;
(e) A duty to disclose to the members with reasonable promptness material information of which the manager becomes aware concerning the limited liability company;
(f) A duty to use limited liability company property only for the benefit of the limited liability company;
(g) A duty to avoid improper personal benefits, including excessive compensation for services to or for the limited liability company; and
(h) A duty to act toward the limited liability company with fiduciary good faith.
IV. Fiduciary good faith includes the avoidance of conduct that the manager knows will inflict injury:
(a) On the limited liability company; or
(b) On its members in their capacity as members.
V. However, unless the operating agreement provides otherwise, a member or manager shall not be subject to a duty set forth in this section if:
(a) The member or manager discloses the material facts concerning an action which the member or manager wants to take that may breach the duty; and
(b) Before the member or manager takes the action, it is approved by majority vote of the disinterested members.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:111 - Implied Contractual Covenant of Good Faith and Fair Dealing.

304-C:111 Implied Contractual Covenant of Good Faith and Fair Dealing. –
I. Managers shall comply with the implied contractual covenant of good faith and fair dealing.
II. The implied contractual covenant of good faith and fair dealing shall include a duty to use reasonable efforts to meet the reasonable expectations of the limited liability company and of the members on matters within the scope of the operating agreement but not specifically addressed in it.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:112 - Defense of Reliance on Records of Limited Liability Company.

304-C:112 Defense of Reliance on Records of Limited Liability Company. –
In any matter relating to the limited liability company, a member or manager of a limited liability company shall be fully protected from liability to the limited liability company and to the members if the member or manager relies, in a manner consistent with contractual good faith, on the records 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:113 - Defense of Reliance on Certain Limited Liability Company Information and Opinions, Etc.

304-C:113 Defense of Reliance on Certain Limited Liability Company Information and Opinions, Etc. –
I. In any matter relating to the limited liability company, a manager of a limited liability company shall be fully protected from personal liability in relying, in accordance with contractual good faith, upon information, opinions, reports or statements presented to the limited liability company:
(a) By any of its other managers, members, officers, employees, or committees of the limited liability company; or
(b) By any other person if the manager reasonably believes the matters in question are within the other person's professional or expert competence.
II. The information covered by paragraph I shall include information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits, or losses of the limited liability company and as to any other facts pertinent to the existence and amount of assets from which distributions to members might properly be paid.
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:114 - Remedies for Breaches of Operating Agreements by Managers.

304-C:114 Remedies for Breaches of Operating Agreements by Managers. –
I. An operating agreement may provide that a manager who fails to perform in accordance with, or to comply with the terms and conditions of, the operating agreement shall be subject to specified penalties or specified consequences; and
II. An operating agreement may provide that at the time or upon the occurrence of events specified in the operating agreement, a manager shall be subject to specified penalties or consequences.
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:115 - Exculpations-in General.

304-C:115 Exculpations-in General. –
An operating agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, including fiduciary duties, of a member, manager, or other person to a limited liability company or to another member or manager, or to another person that is a party to or is otherwise bound by an operating agreement; provided, that an operating agreement may not limit or eliminate liability for any act or omission that constitutes a violation of the implied contractual covenant of good faith and fair dealing.
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:116 - Indemnification.

304-C:116 Indemnification. –
I. Except as provided in paragraph II, and subject to such standards and restrictions, if any, as are set forth in its operating agreement, a limited liability company may, and shall have the power to, indemnify any member or manager or other person made a party to a proceeding or threatened to be made a named defendant or respondent in a proceeding because the member, manager, or other person acted on behalf of the limited liability company, against liability for a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding, if:
(a) The member, manager, or person conducted himself or herself in accordance with contractual good faith; and
(b) The member, manager, or person reasonably believed his or her conduct was not opposed to the best interest of the limited liability company.
II. A limited liability company may not indemnify a member, manager, or other person under paragraph I:
(a) In connection with a proceeding by or in the right of the limited liability company in which the person was judged liable to the limited liability company; or
(b) In connection with any other proceeding charging the person with a breach of the duty of loyalty, whether or not involving action on behalf of the limited liability company, in which the person was adjudged liable for the breach.
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:117 - Advancement of Legal Costs, Etc.

304-C:117 Advancement of Legal Costs, Etc. –
Subject to such standards and restrictions, if any, as are set forth in its operating agreement, a limited liability company may advance to members, managers, and other persons their costs, including legal fees, in defending themselves against claims arising from their relationship to the limited liability company:
I. If the operating agreement so provides; or
II. If a majority of the disinterested members so vote.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:118 - Transfers, Etc.-Definitions.

304-C:118 Transfers, Etc.-Definitions. –
I. A transfer of membership rights by a member shall mean any voluntary or involuntary transfer or other disposition of all or any part of those rights to another person, with or without consideration, including:
(a) A transfer by sale, exchange, gift, or assignment;
(b) A transfer, whether by will, trust, or otherwise, taking effect upon the death of the member; and
(c) A transfer by operation of law, including a transfer in connection with a merger of a member that is an entity into another entity, by execution of legal process, or under a divorce or bankruptcy decree.
II. The term "transfer" shall not include redemptions or pledges of membership rights.
III. A redemption of a member's membership rights shall mean the extinguishment of those rights in exchange for a distribution of cash, other property, or other consideration from the limited liability company to the member.
IV. A grant of membership rights shall mean their issuance by the limited liability company to a member or other person.
V. A pledge shall mean an arrangement under which a member provides another person with an interest in all or any portion of the member's membership rights in order to secure an obligation of 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:119 - Nature of Membership Rights, Etc.

304-C:119 Nature of Membership Rights, Etc. –
I. Membership rights in a limited liability company are intangible personal property.
II. A member has no interest in limited liability company property.
III. Unless the operating agreement provides otherwise, the membership rights of members, other than the members' limited liability company interests, are personal and non-transferable except to the extent that a transferee may succeed to membership rights under the provisions of RSA 304-C:121, RSA 304-C:123, or RSA 304-C:124.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:120 - Limited Liability Company Grants of Membership Rights.

304-C:120 Limited Liability Company Grants of Membership Rights. –
Unless the operating agreement provides otherwise, after the formation of the limited liability company, the limited liability company shall not grant membership rights to a third party or additional membership rights to an existing member, except upon a unanimous vote of the members.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:121 - Transfers of Membership Rights.

304-C:121 Transfers of Membership Rights. –
Unless the operating agreement provides otherwise, or as provided in RSA 304-C:123.
I. No member shall transfer all or any part of the member's membership rights to any transferee except upon a unanimous vote of the other members; and
II. Notwithstanding the members' voting in favor of the transfer of the membership rights, unless the transferee is admitted as a member of the limited liability company under the provisions of RSA 304-C:53, the transferee shall not be entitled to exercise the transferred management rights.
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:122 - Pledges of Membership Rights.

304-C:122 Pledges of Membership Rights. –
I. Unless the operating agreement or RSA 304-C:123 provide otherwise, no member shall pledge all or any part of the member's membership rights to any person except upon a unanimous vote of the other members.
II. Unless the operating agreement provides otherwise, the pledge of any or all of the membership rights of a member shall not cause the member to cease to be a member or to cease to have the power to exercise any rights or powers of a member.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:123 - Transfers or Pledges of Limited Liability Company Interests.

304-C:123 Transfers or Pledges of Limited Liability Company Interests. –
I. Unless the operating agreement provides otherwise, a member may transfer or pledge a limited liability company interest, in whole or in part, without the vote of any other member.
II. Unless the operating agreement or RSA 304-C:124 or RSA 304-C:125 provide otherwise, the transferee of a member's limited liability company interest shall not be entitled to participate in the management and affairs of a limited liability company or to exercise any other rights or powers of a member except rights in respect of the transferred limited liability company interest.
III. Unless the operating agreement provides otherwise, a limited liability company interest entitles the transferee to receive, to the extent transferred, the allocations and distributions to which the transferor would otherwise be entitled.
IV. Unless the operating agreement provides otherwise, and except to the extent assumed by agreement of the transferee of the limited liability company interest, until a transferee of a limited liability company interest becomes a member, the transferee shall have no liability as a member solely as a result of the transfer.
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:124 - Right of Transferee of Limited Liability Company Interest or Other Membership Rights to Become a Member.

304-C:124 Right of Transferee of Limited Liability Company Interest or Other Membership Rights to Become a Member. –
Notwithstanding any provision of RSA 304-C:46 to the contrary, unless the operating agreement or RSA 304-C:153 provide otherwise, a transferee of a limited liability company interest or other membership rights shall become a member, to the extent of the transferred rights, upon the unanimous vote of all of the members of the limited liability company other than the transferring 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:125 - Miscellaneous Rights, Duties, and Liabilities of Transferors and Transferees of Membership Rights.

304-C:125 Miscellaneous Rights, Duties, and Liabilities of Transferors and Transferees of Membership Rights. –
I. A transferee of a membership right who becomes a member shall hold and may exercise only the membership rights transferred to the transferee. Except as provided in paragraph II, a transferee of a membership right who becomes a member shall have only the duties and liabilities of a member to which the transferee is subject under the operating agreement or under this act.
II. Notwithstanding paragraph I, unless the operating agreement provides otherwise:
(a) Except as provided in subparagraph II(b), a transferee of membership rights who becomes a member shall not be liable for liabilities to the limited liability company or to other persons to which the transferor was subject before the transfer.
(b) A transferee of all of a member's membership rights who becomes a member shall be liable for the outstanding obligations of the transferor to make contributions to the limited liability company to which the transferor was subject before the transfer.
(c) Notwithstanding subparagraph (b), a transferee of all of a member's membership rights who becomes a member shall not be obligated for liabilities of the transferor to make contributions to the limited liability company that were unknown to the transferee at the time of the transfer and that the transferee could not reasonably ascertain from the operating agreement.
(d) A transferee of part or all of a member's membership rights who becomes a member shall not be liable for any obligation of the transferor to return to the limited liability company unlawful distributions to the transferor under RSA 304-C:93.
III. Unless the operating agreement provides otherwise, a transferor of part or all of the transferor's membership rights shall not be released from the liabilities of the transferor to the limited liability company or to other persons to which the transferor was subject before the transfer whether or not the transferee becomes a member.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:127 - Effect of Dissolution of Limited Liability Company.

304-C:127 Effect of Dissolution of Limited Liability Company. –
A limited liability company dissolved under this subdivision continues its existence as a limited liability company, but, on and after its dissolution, it may not carry on any business or other activity except that which is necessary to wind up and liquidate its business and internal affairs.
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:128 - Dissolution, Winding Up and Liquidation-Definitions.

304-C:128 Dissolution, Winding Up and Liquidation-Definitions. –
For purposes of this act, the following terms shall have the following meanings:
I.
Dissolution. The dissolution of a limited liability company shall mean a change of its purpose to that of a limited liability company that may not carry on any business or other activity except as provided in RSA 304-C:127.
II.
Winding up. The winding up of a limited liability company shall mean the process of concluding its existing business activities and all other activities in which it is engaged; concluding its internal affairs; and preparing for its liquidation.
III.
Liquidation. The liquidation of a limited liability company shall mean the sale or other disposition of its assets and the distribution of these assets, or of the proceeds of the sale or other disposition of them, to its creditors and to the members.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:129 - Events of Dissolution-In General.

304-C:129 Events of Dissolution-In General. –
A limited liability company shall be dissolved and its business and other activities and its internal affairs shall be wound up upon the first to occur of the events set forth in this section. The effective date of each such dissolution shall be as set as follows:
I. A limited liability company shall be dissolved as provided in the operating agreement. The effective date of the dissolution shall be the date of occurrence of the event or circumstance causing the dissolution under the operating agreement.
II. Unless the operating agreement provides otherwise, a limited liability company shall be dissolved by majority vote of the members. The vote shall be in writing and shall specify the effective date of the dissolution. If there is no such writing, the effective date of the dissolution shall be the date of the vote.
III. A limited liability company shall be dissolved if a court of competent jurisdiction enters a final decree of judicial dissolution under RSA 304-C:134 or RSA 304-C:135. The decree shall specify the effective date of the dissolution.
IV. A limited liability company shall be dissolved if the New Hampshire secretary of state issues a notice of administrative dissolution under RSA 304-C:136. The notice of administrative dissolution shall specify the effective date of the 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:130 - Revocation of Dissolution by Majority Vote of the Members.

304-C:130 Revocation of Dissolution by Majority Vote of the Members. –
I. Notwithstanding the dissolution of a limited liability company by majority vote of the members, and unless the operating agreement provides otherwise, a limited liability company shall not be dissolved and its internal affairs shall not be wound up if, before the filing of a certificate of cancellation of the limited liability company in the office of the secretary of state, the limited liability company is continued by majority vote of the members.
II. A continuation of the limited liability company under paragraph I shall be retroactive to the effective date of the limited liability company's dissolution.
III. After the members have dissolved the limited liability company under RSA 304-C:129, I, they may revoke the dissolution at any time before completing the wind-up of the limited liability company.
IV. When a revocation of a dissolution becomes effective under paragraph I:
(a) The limited liability company shall be deemed to have carried on its business as if the dissolution had never occurred; and
(b) All of its otherwise legally valid actions during the period after its dissolution shall be deemed to have been legally valid.
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:131 - Non-Dissolution of Single-Member Limited Liability Company.

304-C:131 Non-Dissolution of Single-Member Limited Liability Company. –
I. Unless the operating agreement provides otherwise, upon the death of an individual who is the only member of a limited liability company, the individual's membership shall pass to the individual's estate and the limited liability company shall not be dissolved.
II. Unless the operating agreement provides otherwise, upon the dissolution of an entity that is the only member of a limited liability company or upon the termination of a trust that is the only member of a limited liability company, the membership of the limited liability company shall pass automatically to the successor in interest of the entity or trust and the limited liability company shall not be dissolved.
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:132 - Non-Dissolution of Limited Liability Company Upon Member Dissociation.

304-C:132 Non-Dissolution of Limited Liability Company Upon Member Dissociation. –
I. Unless the operating agreement provides otherwise and except as provided in paragraph II:
(a) The death, withdrawal, expulsion, bankruptcy, or dissolution of any member or the occurrence of any other event whose occurrence causes the dissociation of the member shall not cause the limited liability company to be dissolved or its internal affairs to be wound up; and
(b) Upon the occurrence of any such event, the limited liability company shall be continued without dissolution.
II. The resignation of the last remaining member of a limited liability company shall terminate the limited liability company's existence as an entity.
Source.
2012, 232:2, eff. Jan. 1, 2013. 2016, 246:8, eff. Aug. 9, 2016.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:133 - Appointment of Successor Member Under Operating Agreement.

304-C:133 Appointment of Successor Member Under Operating Agreement. –
An operating agreement may provide for the admission of a substitute member upon the dissociation of the last remaining member of a limited liability company.
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:134 - Judicial Dissolution Upon Application by a Member.

304-C:134 Judicial Dissolution Upon Application by a Member. –
I. Unless the operating agreement provides otherwise, upon application by a member, the superior court may decree the dissolution of a limited liability company in any of the following circumstances:
(a) It is not reasonably practicable for the limited liability company to carry on its business.
(b) A voting deadlock has occurred among the members and, upon the occurrence of the deadlock, the members have been unable to break the deadlock; and because of the deadlock, either irreparable injury to the limited liability company is threatened or being suffered or the limited liability company's business and internal affairs can no longer be conducted to its advantage.
II. In a proceeding brought under paragraph I, a court may order a remedy other than dissolution.
III. A member shall have the right to apply to the superior court to decree the dissolution of a limited liability company, and the superior court may issue such a decree, in any of the following circumstances:
(a) The limited liability company has procured its certificate of formation through fraud.
(b) The limited liability company has exceeded or abused its lawful authority under this act.
(c) The limited liability company has carried on, conducted, or transacted its business in a persistently fraudulent or illegal manner.
(d) The limited liability company has abused its power contrary to the public policy of the 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:135 - Judicial Dissolution Upon Application by Attorney General.

304-C:135 Judicial Dissolution Upon Application by Attorney General. –
The attorney general may apply to the superior court for a decree of dissolution of a limited liability company upon the occurrence of any of the grounds stated in RSA 304-C:134, III.
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:136 - Administrative Dissolution.

304-C:136 Administrative Dissolution. –
The secretary of state may administratively dissolve a limited liability company if:
I. For 2 consecutive years, the limited liability company does not pay within 60 days after they are due any annual report fees or penalties imposed by this act or other law;
II. The limited liability company for 2 consecutive years does not deliver its annual report to the secretary of state within 60 days after it is due;
III. The limited liability company is without a registered agent or registered office in this state for 60 days or more;
IV. The limited liability company does not notify the secretary of state within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or
V. The limited liability company's period of duration stated in its certificate of formation expires.
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:137 - Procedures for and Certain Effects of Administrative Dissolution.

304-C:137 Procedures for and Certain Effects of Administrative Dissolution. –
I. If the secretary of state determines that one or more grounds exist under RSA 304-C:136 for dissolving a limited liability company, the secretary of state shall administratively dissolve the limited liability company by signing a notice of dissolution and mailing the notice and an application for reinstatement to the limited liability company at its principal address. The notice shall recite the grounds for the dissolution and the effective date of the dissolution.
II. The administrative dissolution of a limited liability company shall not terminate the authority of its registered agent.
III. Except with the written consent of the limited liability company, the secretary of state shall not, for a period of 120 days after the date of mailing of a notice of administrative dissolution under paragraph I, permit any individual or any corporation, limited liability company, or other business entity to assume:
(a) A name that is the same as or similar to the name of a limited liability company administratively dissolved under this section; or
(b) A trade name registered by the limited liability company under RSA 349.
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:138 - Reinstatement Following Administrative Dissolution.

304-C:138 Reinstatement Following Administrative Dissolution. –
I. A limited liability company administratively dissolved under RSA 304-C:137 may apply to the secretary of state for reinstatement within 3 years after the effective date of dissolution. The application shall:
(a) Recite the name of the limited liability company and the effective date of its administrative dissolution;
(b) State that the ground or grounds for dissolution either did not exist or have been eliminated;
(c) State that the limited liability company's name or proposed name satisfies the requirements of RSA 304-C:32; and
(d) Contain a certificate from the New Hampshire department of revenue administration in accordance with RSA 77-A:18, III, if the application is received by the secretary of state more than 120 days after the notice of administrative dissolution is mailed.
II. (a) If the secretary of state determines that the application under paragraph I contains the information required by that paragraph, that the information is correct, and that the limited liability company name is available for registration, the secretary may (1) cancel the notice of dissolution, (2) prepare a notice of reinstatement that recites the secretary's determination and the effective date of reinstatement, and (3) mail the notice to the limited liability company.
(b) If the application for reinstatement includes a change of name of the limited liability company, the notice shall set forth the change of name of the limited liability company. The notice shall constitute an amendment to the certificate of formation.
III. When the reinstatement is effective:
(a) It shall relate back to and take effect as of the effective date of the administrative dissolution;
(b) The limited liability company may resume carrying on its business as if the administrative dissolution had never occurred; and
(c) All of the limited liability company's otherwise legally valid actions during the period if its dissolution shall be deemed to be legally valid.
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:139 - Winding Up and Liquidation of Limited Liability Companies.

304-C:139 Winding Up and Liquidation of Limited Liability Companies. –
I. Unless the operating agreement provides otherwise, the members or managers who have authority under RSA 304-C:47 to manage the limited liability company before the dissolution may wind up and liquidate the business and internal affairs of the limited liability company.
II. Upon application to the superior court by a member or by a member's legal representative or by the transferee of all or any part of a member's limited liability company interest, the superior court may appoint a liquidating trustee to wind up and liquidate a limited liability company if the applicant shows that one or more of the members or managers have engaged in wrongful conduct or if there is any other equitable cause for the appointment.
III. The persons winding up the business or internal affairs of the limited liability company and liquidating the limited liability company in the name of and for and on behalf of the limited liability company may:
(a) Prosecute and defend suits;
(b) Settle and close the business of the limited liability company;
(c) Dispose of and transfer the property of the limited liability company;
(d) Discharge the liabilities of the limited liability company;
(e) Distribute to the members any remaining assets of the limited liability company; and
(f) Take any other actions necessary or appropriate to wind up and liquidate the limited liability company.
IV. Persons may act in accordance with this section without affecting the personal liability of members and managers and without imposing personal liability on a liquidating trustee.
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:140 - Agency Power of Managers and Members After Limited Liability Company Dissolution.

304-C:140 Agency Power of Managers and Members After Limited Liability Company Dissolution. –
I. Unless the operating agreement or paragraphs II and III provide otherwise, after the dissolution of the limited liability company, each of the members having authority to wind up the limited liability company's business and internal affairs and to liquidate the limited liability company can bind the limited liability company:
(a) By any act appropriate for winding up and liquidating the limited liability company or for completing transactions unfinished at its dissolution; and
(b) By any act that would have bound the limited liability company if it had not been dissolved if the other party to the transaction does not have actual notice of the dissolution.
II. An act of a member which would be binding under paragraph I or would be otherwise authorized but which is in contravention of a restriction on authority in the operating agreement shall not bind the limited liability company to persons having actual knowledge of the restriction.
III. If the operating agreement of a limited liability company interest vests the management of the limited liability company in a manager or managers:
(a) A manager shall have the authority provided to members in RSA 304-C:139, I; and
(b) No member shall have this authority unless the member is also a manager.
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:141 - Certificate of Dissolution; Distributions of Assets Upon Liquidation of Limited Liability Company.

304-C:141 Certificate of Dissolution;  Distributions of Assets Upon Liquidation of Limited Liability Company. –
I. Before making any distributions of assets to any members and managers upon the winding up of a limited liability company, the limited liability company or any person or persons authorized to wind up the limited liability company's internal affairs shall first obtain a certificate of dissolution from the department of revenue administration in accordance with RSA 77-A:18.
II. Upon the completion of the winding up of a limited liability company, the assets of the limited liability company shall be distributed as follows:
(a) Payment, or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, members who are creditors in satisfaction of liabilities of the limited liability company;
(b) Unless an operating agreement provides otherwise, to members and former members in satisfaction of liabilities for distributions under RSA 304-C:94 and RSA 304-C:105; and
(c) Unless an operating agreement provides otherwise, to members first for the return of their contributions and second respecting their limited liability company interests.
III. Distributions to members and former members under subparagraph II(b) shall be allocated in accordance with RSA 304-C:95.
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:142 - Certificate of Cancellation of Certificate of Formation.

304-C:142 Certificate of Cancellation of Certificate of Formation. –
I. After the dissolution of the limited liability company under RSA 304-C:129, and the completion of its winding up and liquidation, the limited liability company may file a certificate of cancellation with the secretary of state.
II. This certificate shall set forth:
(a) The name of the limited liability company;
(b) The reason for filing the certificate of cancellation;
(c) The effective date, if it is not to be effective upon the filing; and
(d) Any other information the members or managers filing the certificate shall deem proper.
III. If the certificate specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document becomes effective at the time it is received on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.
Source.
2012, 232:2, eff. Jan. 1, 2013.