reglab/statecodes huggingface dataset:
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:4 - Rules of Construction.

304-A:4 Rules of Construction. –
I. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
II. The law of estoppel shall apply under this chapter.
III. The law of agency shall apply under this chapter.
IV. This chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it.
V. This chapter shall not be construed so as to impair the obligations of any contract existing when the chapter goes into effect, nor to affect any action or proceeding begun or right accrued before this chapter takes effect.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:5 - Rules for Cases Not Provided for in This Chapter.

304-A:5 Rules for Cases Not Provided for in This Chapter. –
In any case not provided for in this chapter, the rules of law and equity, including the law merchant, shall govern.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:5-a - Online Filing.

304-A:5-a Online Filing. –
No later than January 1, 2020, the secretary of state shall provide for and allow the online filing of all forms, certificates, or other documents required under this chapter.
Source.
2018, 279:12, eff. Jan. 1, 2019.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:6 - Partnership Defined.

304-A:6 Partnership Defined. –
I. A partnership is an association of 2 or more persons to carry on as co-owners a business for profit and includes, for all purposes of the laws of this state, a registered limited liability partnership.
II. But any association formed under any other statute of this state, or any statute adopted by authority, other than the authority of this state, is not a partnership under this chapter, unless such association would have been a partnership in this state prior to the adoption of this chapter; but this chapter shall apply to limited partnerships except insofar as the statutes relating to such partnerships are inconsistent herewith.
Source.
1973, 378:1. 1996, 212:4, eff. Aug. 9, 1996.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:7 - Rules for Determining the Existence of a Partnership.

304-A:7 Rules for Determining the Existence of a Partnership. –
In determining whether a partnership exists, these rules shall apply:
I. Except as provided by RSA 304-A:16, persons who are not partners as to each other are not partners as to third persons.
II. Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property.
III. The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived.
IV. The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in payment:
(a) As a debt by installments or otherwise.
(b) As wages of an employee or rent to a landlord.
(c) As an annuity to a widow or representative of a deceased partner.
(d) As interest on a loan, though the amount of payment vary with the profits of the business.
(e) As the consideration for the sale of a goodwill of a business or other property by installments or otherwise.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:8 - Partnership Property.

304-A:8 Partnership Property. –
I. All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property.
II. Unless the contrary intention appears, property acquired with partnership funds is partnership property.
III. Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name.
IV. A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears.
V. All estates in real property acquired by a partnership and standing in the partnership name as of August 29, 1973, shall be valid without further act by the partnership or any of its members.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:9 - Partner Agent of Partnership as to Partnership Business.

304-A:9 Partner Agent of Partnership as to Partnership Business. –
I. Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member, binds the partnership unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority.
II. An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners.
III. Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to:
(a) Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership,
(b) Dispose of the goodwill of the business,
(c) Do any other act which would make it impossible to carry on the ordinary business of a partnership,
(d) Confess a judgment,
(e) Submit a partnership claim or liability to arbitration or reference.
IV. No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:10 - Conveyance of Real Property of the Partnership.

304-A:10 Conveyance of Real Property of the Partnership. –
I. Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under RSA 304-A:9, I or unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded his authority.
II. Where title to real property is in the name of the partnership, a conveyance executed by a partner, in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under RSA 304-A:9, I.
III. Where title to real property is in the name of one or more but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partner's act does not bind the partnership under RSA 304-A:9, I, unless the purchaser or his assignee is a holder for value without knowledge.
IV. Where the title to real property is in the name of one or more or all the partners, or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name, or in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under RSA 304-A:9, I.
V. Where the title to real property is in the names of all the partners, a conveyance executed by all the partners passes all their rights in such property.
VI. All conveyances of real property of any partnership made prior to August 29, 1973, by the partnership in the partnership name shall be valid without further act by the partnership or any of its members.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:11 - Partnership Bound by Admission of Partner.

304-A:11 Partnership Bound by Admission of Partner. –
An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this chapter is evidence against the partnership.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:12 - Partnership Charged With Knowledge of or Notice to Partner.

304-A:12 Partnership Charged With Knowledge of or Notice to Partner. –
Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner, operates as notice to or knowledge of the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:13 - Partnership Bound by Partner's Wrongful Act.

304-A:13 Partnership Bound by Partner's Wrongful Act. –
Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his co-partners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:14 - Partnership Bound by Partner's Breach of Trust.

304-A:14 Partnership Bound by Partner's Breach of Trust. –
The partnership is bound to make good the loss:
I. Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and
II. Where the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:15 - Nature of Partner's Liability.

304-A:15 Nature of Partner's Liability. –
I. Except as provided in paragraph II, all partners are liable:
(a) Jointly and severally for everything chargeable to the partnership under RSA 304-A:13 and RSA 304-A:14.
(b) Jointly for all other debts and obligations of the partnership; but any partner may enter into a separate obligation to perform a partnership contract.
II. Subject to paragraph III, a partner in a registered limited liability partnership is not liable directly or indirectly (including by way of indemnification, contribution, assessment or otherwise) for debts, obligations and liabilities of or chargeable to the partnership, whether in tort, contract, or otherwise, arising from omissions, negligence, wrongful acts, misconduct or malpractice committed while the partnership is a registered limited liability partnership and in the course of the partnership business by another partner or an employee, agent, or representative of the partnership.
III. Paragraph II shall not affect the liability of a partner in a registered limited liability partnership for the partner's own omissions, negligence, wrongful acts, misconduct or malpractice, or that of any person under the partner's direct supervision and control.
IV. A partner in a registered limited liability partnership is not a proper party to a proceeding by or against a registered limited liability partnership, the object of which is to recover damages or enforce the obligations arising out of the omissions, negligence, wrongful acts, misconduct or malpractice of the type described in paragraph II, unless such partner is personally liable under paragraph III.
Source.
1973, 378:1. 1996, 212:5, eff. Aug. 9, 1996.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:16 - Partner by Estoppel.

304-A:16 Partner by Estoppel. –
I. When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representation has been made, who has, on the faith of such representation, given credit to the actual or apparent partnership, and if he has made such representation or consented to its being made in a public manner he is liable to such person, whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made:
(a) When a partnership liability results, he is liable as though he were an actual member of the partnership.
(b) When no partnership liability results, he is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately.
II. When a person has been thus represented to be a partner in an existing partnership, or with one or more persons not actual partners, he is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though he were a partner in fact, with respect to persons who rely upon the representation. Where all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:17 - Liability of Incoming Partner.

304-A:17 Liability of Incoming Partner. –
A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:18 - Rules Determining Rights and Duties of Partners.

304-A:18 Rules Determining Rights and Duties of Partners. –
The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:
I. Each partner shall be repaid such partner's contributions, whether by way of capital or advances, to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied and, except as provided in RSA 304-A:15, II, each partner must contribute towards the losses, whether of capital or otherwise, sustained by the partnership according to such partner's share in the profits.
II. The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business, or for the preservation of its business or property.
III. A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which he agreed to contribute, shall be paid interest from the date of the payment or advance.
IV. A partner shall receive interest on the capital contributed by him only from the date when repayment should be made.
V. All partners have equal rights in the management and conduct of the partnership business.
VI. No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his services in winding up the partnership affairs.
VII. No person can become a member of a partnership without the consent of all the partners.
VIII. Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.
Source.
1973, 378:1. 1996, 212:6, eff. Aug. 9, 1996.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:19 - Partnership Books.

304-A:19 Partnership Books. –
The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:20 - Duty of Partners to Render Information.

304-A:20 Duty of Partners to Render Information. –
Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:21 - Partner Accountable as a Fiduciary.

304-A:21 Partner Accountable as a Fiduciary. –
I. Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him of its property.
II. This section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:22 - Right to an Account.

304-A:22 Right to an Account. –
Any partner shall have the right to a formal account as to partnership affairs:
I. If he is wrongfully excluded from the partnership business or possession of its property by his co-partners.
II. If the right exists under the terms of any agreement.
III. As provided by RSA 304-A:21.
IV. Whenever other circumstances render it just and reasonable.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:23 - Continuation of Partnership Beyond Fixed Term.

304-A:23 Continuation of Partnership Beyond Fixed Term. –
I. When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will.
II. A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima facie evidence of a continuation of the partnership.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:24 - Extent of Property Rights of a Partner.

304-A:24 Extent of Property Rights of a Partner. –
The property rights of a partner are: his rights in specific partnership property; his interest in the partnership; and his right to participate in the management.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:25 - Nature of a Partner's Right in Specific Partnership Property.

304-A:25 Nature of a Partner's Right in Specific Partnership Property. –
I. A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership.
II. The incidents of this tenancy are such that:
(a) A partner, subject to the provisions of this chapter and to any agreement between the partners, has an equal right with his partners to possess specific partnership property for partnership purposes; but he has no right to possess such property for any other purpose without the consent of his partners.
(b) A partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property.
(c) A partner's right in specific partnership property is not subject to attachment, trustee process or execution, except on a claim against the partnership. When partnership property is attached for a partnership debt, the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws.
(d) On the death of a partner, his right in specific partnership property vests in the surviving partner or partners, except where the deceased was the last surviving partner, when his right in such property vests in his legal representative. Such surviving partner or partners, or the legal representative of the last surviving partner, has no right to possess the partnership property for any but a partnership purpose.
(e) A partner's right in specific partnership property is not subject to a distributive share, or allowance to widows, heirs, or next of kin.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:26 - Nature of Partner's Interest in the Partnership.

304-A:26 Nature of Partner's Interest in the Partnership. –
A partner's interest in the partnership is his share of the profits and surplus, and the same is personal property.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:27 - Assignment of Partner's Interest.

304-A:27 Assignment of Partner's Interest. –
I. Conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled.
II. In case of dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account from the date only of the last account agreed to by all the partners.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:28 - Partner's Interest Subject to Charging Order.

304-A:28 Partner's Interest Subject to Charging Order. –
I. On due application to a superior court by any judgment creditor of a partner, the court may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon; and may then or later appoint a receiver of his share of the profits, and of any other money due or to fall due to him in respect to the partnership, and make all other orders, functions, accounts and inquiries which the circumstances of the case may require.
II. The interest charged may be redeemed at any time before foreclosure, or in case of a sale being directed by the court may be purchased without thereby causing a dissolution:
(a) With separate property, by any one or more of the partners, or
(b) With partnership property, by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold.
III. Nothing in this chapter shall be held to deprive a partner of his right, if any, under the exemption laws, as regards his interest in the partnership.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:29 - Dissolution Defined.

304-A:29 Dissolution Defined. –
The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:30 - Partnership Not Terminated by Dissolution.

304-A:30 Partnership Not Terminated by Dissolution. –
On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:31 - Causes of Dissolution.

304-A:31 Causes of Dissolution. –
Dissolution is caused:
I. Without violation of the agreement between the partners:
(a) By the termination of the definite term or particular undertaking specified in the agreement.
(b) By the express will of any partner when no definite term or particular undertaking is specified.
(c) By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking.
(d) By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners.
II. In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time.
III. By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership.
IV. By the death of any partner.
V. By the bankruptcy of any partner or the partnership.
VI. By decree of court under RSA 304-A:32.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:32 - Dissolution by Decree of Court.

304-A:32 Dissolution by Decree of Court. –
I. On application by or for a partner the court shall decree a dissolution whenever:
(a) A partner has been declared mentally incompetent in any judicial proceeding or is shown to be of unsound mind.
(b) A partner becomes in any other way incapable of performing his part of the partnership contract.
(c) A partner has been guilty of such conduct as tends to effect prejudicially the carrying on of the business.
(d) A partner willfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him.
(e) The business of the partnership can only be carried on at a loss.
(f) Other circumstances render a dissolution equitable.
II. The court shall decree a dissolution on the application of the purchaser of a partner's interest under RSA 304-A:27 or RSA 304-A:28:
(a) After the termination of the specified term or particular undertaking.
(b) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:33 - General Effect of Dissolution on Authority of Partner.

304-A:33 General Effect of Dissolution on Authority of Partner. –
Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership,
I. With respect to the partners,
(a) When the dissolution is not by the act, bankruptcy or death of a partner; or
(b) When the dissolution is by such act, bankruptcy or death of a partner, in cases where RSA 304-A:34 so requires.
II. With respect to persons not partners, as declared in RSA 304-A:35.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:34 - Right of Partner to Contribution From Co-Partners After Dissolution.

304-A:34 Right of Partner to Contribution From Co-Partners After Dissolution. –
Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to the co-partners for such partner's share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless:
I. The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution,
II. The dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy, or
III. The liability is for a debt, obligation or liability for which the partner is not liable as provided in RSA 304-A:15, II.
Source.
1973, 378:1. 1996, 212:7, eff. Aug. 9, 1996.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:35 - Power of Partner to Bind Partnership to Third Persons After Dissolution.

304-A:35 Power of Partner to Bind Partnership to Third Persons After Dissolution. –
I. After dissolution a partner can bind the partnership except as provided in paragraph III:
(a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution;
(b) By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction:
(1) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or
(2) Though he had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place (or in each place if more than one) at which the partnership business was regularly carried on.
II. The liability of a partner under paragraph I(b) shall be satisfied out of partnership assets alone when such partner had been prior to dissolution:
(a) Unknown as a partner to the person with whom the contract is made; and
(b) So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it.
III. The partnership is in no case bound by any act of a partner after dissolution:
(a) Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs; or
(b) Where the partner has become bankrupt; or
(c) Where the partner has no authority to wind up partnership affairs; except by a transaction with one who:
(1) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of his want of authority; or
(2) Had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of his want of authority, the fact of his want of authority has not been advertised in the manner provided for advertising the fact of dissolution in paragraph I(b)(2).
IV. Nothing in this section shall affect the liability under RSA 304-A:16 of any person who after dissolution represents himself or consents to another representing him as a partner in a partnership engaged in carrying on business.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:36 - Effect of Dissolution on Partner's Existing Liability.

304-A:36 Effect of Dissolution on Partner's Existing Liability. –
I. The dissolution of the partnership does not of itself discharge the existing liability of any partner.
II. A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor and the person or partnership continuing the business; and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.
III. Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of such obligations.
IV. The individual property of a deceased partner shall be liable for those obligations of the partnership incurred while the deceased partner was a partner and for which such partner was liable under RSA 304-A:15 but subject to the prior payment of such partner's separate debts.
Source.
1973, 378:1. 1996, 212:8, eff. Aug. 9, 1996.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:37 - Right to Wind Up.

304-A:37 Right to Wind Up. –
Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs; provided, however, that any partner, his legal representative or his assignee, upon cause shown, may obtain winding up by the court.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:38 - Right of Partners to Application of Partnership Property.

304-A:38 Right of Partners to Application of Partnership Property. –
I. When dissolution is caused in any way, except in contravention of the partnership agreement, each partner as against his co-partners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement, and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under RSA 304-A:36, II, he shall receive in cash only the net amount due him from the partnership.
II. When dissolution is caused in contravention of the partnership agreement, the rights of the partners shall be as follows:
(a) Each partner who has not caused dissolution wrongfully shall have:
(1) All the rights specified in paragraph I of this section, and
(2) The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement.
(b) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any damages recoverable under paragraph II of this section, and in like manner indemnify him against all present or future partnership liabilities.
(c) A partner who has caused the dissolution wrongfully shall have:
(1) If the business is not continued under the provisions of paragraph II(b), all the rights of a partner under paragraph I, subject to paragraph II(a)(2) of this section.
(2) If the business is continued under paragraph II(b) of this section, the right as against his co-partners, and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages caused to his co-partners by the dissolution, ascertained and paid him in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the goodwill of the business shall not be considered.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:39 - Rights Where Partnership is Dissolved for Fraud or Misrepresentation.

304-A:39 Rights Where Partnership is Dissolved for Fraud or Misrepresentation. –
Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled:
(a) To a lien on, or right of retention of, the surplus of the partnership liabilities to third persons for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him; and
(b) To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities; and
(c) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:40 - Rules for Distribution.

304-A:40 Rules for Distribution. –
In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary:
I. The assets of the partnership are:
(a) The partnership property,
(b) The contributions of the partners specified in paragraph IV of this section.
II. The liabilities of the partnership shall rank in order of payment, as follows:
(a) Those owing to creditors other than partners,
(b) Those owing to partners other than for capital and profits,
(c) Those owing to partners in respect of capital,
(d) Those owing to partners in respect of profits.
III. The assets shall be applied in order of their declaration of the liabilities.
IV. Except as provided in RSA 304-A:15, II:
(a) The partners shall contribute, as provided by RSA 304-A:18, I, the amount necessary to satisfy the liabilities; and
(b) If any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities.
V. An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in paragraph IV of this section.
VI. Any partner or his legal representative shall have the right to enforce the contributions specified in paragraph IV of this section to the extent of the amount which he has paid in excess of his share of the liability.
VII. The individual property of a deceased partner shall be liable for the contributions specified in paragraph IV of this section.
VIII. When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as heretofore.
IX. Where a partner has become bankrupt or his estate is insolvent, the claims against his separate property shall rank in the following order:
(a) Those owing to separate creditors,
(b) Those owing to partnership creditors,
(c) Those owing to partners by way of contribution.
Source.
1973, 378:1. 1996, 212:9, 10, eff. Aug. 9, 1996.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:42 - Rights of Retiring or Estate of Deceased Partner When the Business is Continued.

304-A:42 Rights of Retiring or Estate of Deceased Partner When the Business is Continued. –
When any partner retires or dies, and the business is continued under any of the conditions set forth in RSA 304-A:41, I, II, III, V, or in RSA 304-A:38, II(b) without any settlement of accounts as between him or his estate and the person or partnership continuing the business, unless otherwise agreed, he or his legal representative as against such persons or partnership may have the value of his interest at the date of dissolution ascertained, and shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest, or, at his option or at the option of his legal representative, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership; provided that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, shall have priority on any claim arising under this section, as provided by RSA 304-A:41, VIII.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:43 - Accrual of Actions.

304-A:43 Accrual of Actions. –
The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business at the date of dissolution, in the absence of any agreement to the contrary.
Source.
1973, 378:1, eff. Aug. 29, 1973.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:46 - Reservation of Name.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:46 Reservation of Name. –
I. The exclusive right to the use of a name may be reserved by:
(a) Any person intending to register as a registered limited liability partnership under this chapter and to adopt that name;
(b) Any foreign registered limited liability partnership intending to register in New Hampshire; or
(c) Any registered limited liability partnership or any foreign registered limited liability partnership registered in New Hampshire which, in either case, proposes to change its name to that name.
II. The reservation of a specified name shall be made by filing with the secretary of state an application, executed by the applicant, to reserve a specified name. If the secretary of state finds that the name meets the requirements of RSA 304-A:45, II and III, the secretary of state shall reserve the name for the exclusive use of the applicant for a period of 120 days. Once having so reserved a name, the same applicant may again reserve the same name for successive 120-day periods. The right to the exclusive use of a reserved name may be transferred to any other person by filing with the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name to be transferred and the name and address of the transferee. The reservation of a specified name may be canceled by filing with the secretary of state notice of cancellation, executed by the applicant or transferee, specifying the name reservation to be canceled and the name and address of the applicant or transferee.
Source.
1996, 212:11, eff. Aug. 9, 1996.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:47 - Annual Fee for Secretary of State.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:47 Annual Fee for Secretary of State. –
I. Each domestic registered limited liability partnership, and each foreign registered limited liability partnership registered under this chapter shall pay an annual fee.
II. The first annual fee shall be paid to the secretary of state between January 1 and April 1 of the year following the calendar year in which the limited liability partnership was registered; provided, however, that a limited liability partnership that has registered at any time between December 1 of the preceding year and April 1 shall not be required to pay an annual fee during that year. Subsequent annual fees shall be paid to the secretary of state between January 1 and April 1 of the following calendar years.
III. Each domestic and foreign registered limited liability partnership that fails or refuses to pay its annual fee for any year on or before April 1 shall be subject to an additional fee as set out in RSA 304-A:51, II.
Source.
1996, 212:11. 1997, 61:2. 2004, 248:64, eff. July 1, 2004.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-A - Uniform Partnership Act › Section 304-A:48 - Change of Name; Change of Information.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:48 Change of Name;  Change of Information. –
When a registered limited liability partnership wishes to change its name or a foreign registered limited liability partnership changes its name, it shall file with the secretary of state a notice of change of name. A registered limited liability partnership or foreign registered limited liability partnership may file with the secretary of state a notice of change with respect to any other information contained in its registration. Any notice of change of name or information shall specify the name under which the registered limited liability partnership or foreign registered limited liability partnership was originally registered, the date of its original registration, and the new name or new information. The notice of a change of name of a foreign registered limited liability partnership shall be accompanied by a certificate of legal existence or good standing, authenticated within 60 days prior to the filing of the notice, issued by the proper officer of the jurisdiction in which the foreign registered limited liability partnership is registered as a domestic limited liability partnership.
Source.
1996, 212:11. 1997, 61:3, eff. Jan. 1, 1998.