reglab/statecodes huggingface dataset:
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:16-i - Payment.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-i Payment. –
I. Except as provided in RSA 304-B:16-k, as soon as the proposed limited partnership action is effectuated, or upon receipt of a payment demand, whichever is later, the limited partnership shall pay each dissenter who complied with RSA 304-B:16-h the amount the limited partnership estimates to be the fair value of such dissenter's partnership interest, plus accrued interest.
II. The payment shall be accompanied by:
(a) The limited partnership's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, and the latest available interim financial statements, if any;
(b) A statement of the limited partnership's estimate of the fair value of the limited partnership interest;
(c) An explanation of how the value of the limited partnership interest was calculated;
(d) A statement of the dissenter's right to demand payment under RSA 304-B:16-
l
; and
(e) A copy of this subdivision, if the limited partnership has not previously sent a copy of this subdivision to the limited partner pursuant to RSA 304-B:16-e or RSA 304-B:16-g.
Source.
1997, 120:14, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:16-j - Failure to Take Action.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-j Failure to Take Action. –
If the limited partnership does not effectuate the proposed action that gave rise to the dissenters' rights within 60 days after the date set for demanding payment, it shall send a new dissenters' notice under RSA 304-B:16-e and repeat the payment demand procedure if it effectuates the proposed action.
Source.
1997, 120:14, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:16-k - After-Acquired Limited Partnership Interests.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-k After-Acquired Limited Partnership Interests. –
I. A limited partnership may elect to withhold payment required by RSA 304-B:16-i from a dissenter unless the dissenter was a limited partner before the date set forth in the dissenters' notice as the date of the first announcement to news media or to limited partners of the principal terms of the proposed limited partnership action.
II. To the extent the limited partnership elects not to withhold payment under paragraph I, after effectuating the proposed limited partnership action, it shall estimate the fair value of the limited partnership interest, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter's demand. The limited partnership shall send with its offer a statement of its estimate of the fair value of the limited partnership interest, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under RSA 304-B:16-
l.
Source.
1997, 120:14, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:16-l - Procedure if Limited Partner Dissatisfied With Payment of Offer.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-l Procedure if Limited Partner Dissatisfied With Payment of Offer. –
I. A dissenter may notify the limited partnership in writing of the dissenter's own estimate of the fair value of such dissenter's limited partnership interest and amount of interest due, and demand payment of the dissenter's estimate (less any payment under RSA 304-B:16-i), or reject the limited partnership's offer under RSA 304-B:16-k; and demand payment of the fair value of the limited partnership interest and interest due, if:
(a) The dissenter believes that the amount paid under RSA 304-B:16-i or offered under RSA 304-B:16-k is less than the fair value of such dissenter's limited partnership interest or that the interest due is incorrectly calculated; or
(b) The limited partnership fails to make payment under RSA 304-B:16-i within 60 days after the date set for demanding payment.
II. A dissenter waives the right to demand payment under this section unless the dissenter notifies the limited partnership of such dissenter's demand in writing under paragraph I within 30 days after the limited partnership made or offered payment for such dissenter's limited partnership interest.
Source.
1997, 120:14, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:16-m - Court Action.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-m Court Action. –
I. If a demand for payment under RSA 304-B:16-
l
remains unsettled, the limited partnership shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the limited partnership interest and accrued interest. If the limited partnership does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
II. The limited partnership shall commence the proceeding in superior court of the county where the limited partnership's principal executive office (or, if none in this state, its registered office) is located. If the limited partnership is a foreign entity without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic limited partnership merged with or converted into the foreign entity was located.
III. The limited partnership shall make all dissenters (whether or not residents of this state) whose demands remain unsettled parties to the proceeding as in an action against their limited partnership interests, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
IV. The jurisdiction of the court in which the proceeding is commenced under paragraph II is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
V. Each dissenter made a party to the proceeding is entitled to judgment:
(a) For the amount, if any, by which the court finds the fair value of the dissenter's partnership interest plus accrued interest exceeds the amount paid by the limited partnership; or
(b) For the fair value, plus accrued interest, of such dissenter's after-acquired partnership interests for which the limited partnership elected to withhold payment under RSA 304-B:16-k.
VI. The limited partnership is entitled to judgment against each specific dissenter for the amount, if any, by which the court finds the fair value of such dissenter's partnership interest, plus accrued interest, is less than the amount paid by the limited partnership to each dissenter.
Source.
1997, 120:14, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:16-n - Court Costs and Counsel Fees.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]
304-B:16-n Court Costs and Counsel Fees. –
I. The court in an appraisal proceeding commenced under RSA 304-B:16-m shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the limited partnership, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under RSA 304-B:16-
l.
II. The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:
(a) Against the limited partnership and in favor of any or all dissenters if the court finds the limited partnership did not substantially comply with the requirements of RSA 304-B:16-d through 304-B:16-
l.
(b) Against either the limited partnership or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this subdivision.
III. If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated and that the fees for those services should not be assessed against the limited partnership, the court may award to these counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.
Source.
1997, 120:14, eff. Aug. 8, 1997.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:17 - Admission of Limited Partners.

304-B:17 Admission of Limited Partners. –
I. A person becomes a limited partner:
(a) At the time the limited partnership is formed; or
(b) At any later time specified in the records of the limited partnership for becoming a limited partner.
II. After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner:
(a) In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and
(b) In the case of an assignee of a partnership interest of a partner who has the power, as provided in RSA 304-B:42, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:18 - Voting.

304-B:18 Voting. –
Subject to RSA 304-B:19, the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) upon any matter.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:20 - Person Erroneously Believing Himself a Limited Partner.

304-B:20 Person Erroneously Believing Himself a Limited Partner. –
I. Except as provided in paragraph II, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, he:
(a) Causes an appropriate certificate of limited partnership or certificate of amendment to be executed and filed; or
(b) Withdraws from future equity participation in the enterprise by executing and filing in the office of the secretary of state a certificate declaring withdrawal under this section.
II. A person who makes a contribution of the kind described in paragraph I is liable as a general partner to any third party who transacts business with the enterprise (a) before the person withdraws and an appropriate certificate is filed to show withdrawal, or (b) before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:21 - Information.

304-B:21 Information. –
Each limited partner has the right to:
I. Inspect and copy any of the partnership records required to be maintained by RSA 304-B:5; and
II. Obtain from the general partners from time to time upon reasonable demand (a) true and full information regarding the state of the business and financial condition of the limited partnership, (b) promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year, and (c) other information regarding the affairs of the limited partnership as is just and reasonable.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:22 - Admission of Additional General Partners.

304-B:22 Admission of Additional General Partners. –
After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:23 - Events of Withdrawal.

304-B:23 Events of Withdrawal. –
Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
I. The general partner withdraws from the limited partnership as provided in RSA 304-B:32;
II. The general partner ceases to be a member of the limited partnership as provided in RSA 304-B:40;
III. The general partner is removed as a general partner in accordance with the partnership agreement;
IV. Unless otherwise provided in writing in the partnership agreement, the general partner:
(a) Makes an assignment for the benefit of creditors;
(b) Files a voluntary petition in bankruptcy;
(c) Is adjudicated as bankrupt or insolvent;
(d) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or rule;
(e) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or
(f) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties;
V. Unless otherwise provided in writing in the partnership agreement, 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or rule, the proceeding has not been dismissed, or if within 90 days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within 90 days after the expiration of any such stay, the appointment is not vacated;
VI. In the case of a general partner who is a natural person:
(a) His death; or
(b) The entry of an order by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;
VII. In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);
VIII. In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;
IX. In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or
X. In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:24 - General Powers and Liabilities.

304-B:24 General Powers and Liabilities. –
I. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions and liabilities of a partner in a partnership without limited partners.
II. Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:25 - Contributions by General Partner.

304-B:25 Contributions by General Partner. –
A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:26 - Voting.

304-B:26 Voting. –
The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:27 - Form of Contribution.

304-B:27 Form of Contribution. –
The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:28 - Liability for Contribution.

304-B:28 Liability for Contribution. –
I. A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner.
II. Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability, or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept pursuant to RSA 304-B:5, of the stated contribution that has not been made.
III. Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation and before the amendment or cancellation thereof to reflect the compromise may enforce the original obligation.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:29 - Sharing of Profits and Losses.

304-B:29 Sharing of Profits and Losses. –
The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value as stated in the partnership records required to be kept pursuant to RSA 304-B:5, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:30 - Sharing of Distributions.

304-B:30 Sharing of Distributions. –
Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value as stated in the partnership records required to be kept pursuant to RSA 304-B:5, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:31 - Interim Distributions.

304-B:31 Interim Distributions. –
Except as provided in this subdivision, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:32 - Withdrawal of General Partner.

304-B:32 Withdrawal of General Partner. –
A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:33 - Withdrawal of Limited Partner.

304-B:33 Withdrawal of Limited Partner. –
A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than 6 months' prior written notice to each general partner at his address on the books of the limited partnership at its office in this state.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:34 - Distribution Upon Withdrawal.

304-B:34 Distribution Upon Withdrawal. –
Except as provided in this subdivision, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:35 - Distribution in Kind.

304-B:35 Distribution in Kind. –
Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:36 - Right to Distribution.

304-B:36 Right to Distribution. –
At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:37 - Limitations on Distributions.

304-B:37 Limitations on Distributions. –
A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:38 - Liability Upon Return of Contribution.

304-B:38 Liability Upon Return of Contribution. –
I. If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.
II. If a partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of 6 years thereafter for the amount of the contribution wrongfully returned.
III. A partner receives a return of his contribution to the extent that a distribution to him reduces his share of the fair value of the net assets of the limited partnership below the value, as set forth in the partnership records required to be kept pursuant to RSA 304-B:5, of his contribution which has not been distributed to him.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:40 - Assignment of Partnership Interest.

304-B:40 Assignment of Partnership Interest. –
Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:41 - Rights of Creditor.

304-B:41 Rights of Creditor. –
On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:42 - Right of Assignee to Become Limited Partner.

304-B:42 Right of Assignee to Become Limited Partner. –
I. In assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that (a) the assignor gives the assignee that right in accordance with authority described in the partnership agreement, or (b) all other partners consent.
II. An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in RSA 304-B:27-38. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.
III. If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under RSA 304-B:14 and RSA 304-B:28.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:43 - Power of Estate of Deceased or Incompetent Partner.

304-B:43 Power of Estate of Deceased or Incompetent Partner. –
If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:44 - Nonjudicial Dissolution.

304-B:44 Nonjudicial Dissolution. –
A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:
I. At the time specified in the certificate of limited partnership;
II. Upon the happening of events specified in writing in the partnership agreement;
III. Written consent of all partners;
IV. An event of withdrawal of a general partner, unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within 90 days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired; or
V. Entry of a decree of judicial dissolution under RSA 304-B:45.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:45 - Judicial Dissolution.

304-B:45 Judicial Dissolution. –
On application by or for a partner, the superior court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:46 - Winding Up.

304-B:46 Winding Up. –
Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the superior court may wind up the limited partnership's affairs upon application of any partner, his legal representative, or assignee.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:47 - Distribution of Assets.

304-B:47 Distribution of Assets. –
Upon the winding up of a limited partnership, the assets shall be distributed as follows:
I. To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under RSA 304-B:31 or RSA 304-B:34;
II. Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under RSA 304-B:31 or RSA 304-B:34; and
III. Except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:48 - Law Governing.

304-B:48 Law Governing. –
Subject to the constitution of this state, (a) the laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, and (b) a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:49 - Registration.

304-B:49 Registration. –
Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state, in duplicate, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth:
I. The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state;
II. The state and date of its formation;
III. The name and address of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint. The registered agent may be:
(a) An individual who resides in this state and whose business office is identical with the registered office; or
(b) A corporation organized or authorized under RSA 292, RSA 293-A, or RSA 294-A whose business office is identical with the registered office; or
(c) A limited liability company formed or authorized under RSA 304-C whose business office is identical with the registered office; or
(d) A limited liability partnership formed or authorized under RSA 304-A:44 whose business office is identical with the registered office.
IV. [Repealed.]
V. The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;
VI. The name and business address of each general partner; and
VII. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is cancelled or withdrawn.
Source.
1987, 349:1. 1988, 62:2. 1992, 255:5. 2004, 248:40, 62, II, eff. July 1, 2004.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:50 - Issuance of Registration.

304-B:50 Issuance of Registration. –
I. If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall:
(a) Endorse on the application the word "filed", and the month, day and year of the filing thereof;
(b) File in his office a duplicate original of the application; and
(c) Issue a certificate of registration to transact business in this state.
II. The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his representative.
III. The secretary of state shall not accept an application for registration unless accompanied by the certification required by RSA 421-B:13, I-a(b).
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:51 - Name.

304-B:51 Name. –
The name of the foreign limited partnership shall satisfy the requirements of RSA 304-B:2.
Source.
1987, 349:1. 1996, 239:3. 1997, 61:6. 2004, 248:41, eff. July 1, 2004.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:52 - Changes and Amendments.

304-B:52 Changes and Amendments. –
If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the secretary of state a certificate, signed and sworn to by a general partner, correcting such statement.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:53 - Cancellation of Registration.

304-B:53 Cancellation of Registration. –
A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the registered agent to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this state.
Source.
1987, 349:1. 2004, 248:42, eff. July 1, 2004.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:54 - Transaction of Business Without Registration.

304-B:54 Transaction of Business Without Registration. –
I. A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.
II. The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.
III. A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.
IV. A foreign limited partnership transacting business in this state without registration may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign limited partnership at its principal office. Service is perfected under section at the earliest of:
(a) The date the foreign limited partnership receives the mail;
(b) The date shown on the return receipt, if signed on behalf of the foreign limited partnership; or
(c) Five days after its deposit in the United States Mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
V. This section does not prescribe the only means, or necessarily the required means, of serving a foreign limited partnership.
Source.
1987, 349:1. 2004, 248:43, eff. July 1, 2004.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:55 - Action by Attorney General.

304-B:55 Action by Attorney General. –
The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this subdivision.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:56 - Right of Action.

304-B:56 Right of Action. –
A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:57 - Proper Plaintiff.

304-B:57 Proper Plaintiff. –
In a derivative action, the plaintiff must be a partner at the time of bringing the action and (a) must have been a partner at the time of the transaction of which he complains or (b) his status as a partner must have devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:58 - Pleading.

304-B:58 Pleading. –
In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:59 - Expenses.

304-B:59 Expenses. –
If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:60 - Construction and Application.

304-B:60 Construction and Application. –
This chapter shall be so applied and construed to effectuate its general purpose to make the law uniform with respect to the subject of this chapter among states enacting it.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:62 - Severability.

304-B:62 Severability. –
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity shall not affect other provisions or applications of the chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:63 - Rules for Cases Not Provided for in This Chapter.

304-B:63 Rules for Cases Not Provided for in This Chapter. –
In any case not provided for in this chapter the provisions of the Uniform Partnership Act, RSA 304-A, shall govern.
Source.
1987, 349:1, eff. Jan. 1, 1988.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-B - Uniform Limited Partnership Act › Section 304-B:64 - Fees.

304-B:64 Fees. –
[This section was enacted by the New Hampshire General Court and is not a part of the national Revised Uniform Limited Partnership Act.]
The secretary of state shall charge the following fees for filing under this chapter:
I. For a certificate of limited partnership or registration as a foreign limited partnership, $100.
II. For a certificate of amendment or correction, or a certificate of cancellation, $35.
III. For a reservation or transfer of reservation of name, $15.
IV. For a certificate of merger, $35.
Source.
1987, 349:1. 1990, 3:23. 1993, 350:29. 1997, 120:15. 2004, 248:44, eff. July 1, 2004. 2015, 273:24, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:1 - Short Title.

304-C:1 Short Title. –
This act may be cited as the "New Hampshire Revised Limited Liability Company act" (the "act").
Source.
2012, 232:2, eff. Jan. 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVIII - Partnerships › Chapter 304-C - Limited Liability Companies › Section 304-C:2 - The Policy of This Act.

304-C:2 The Policy of This Act. –
It is the policy of this act to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.
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:3 - Effective Date of This Act.

304-C:3 Effective Date of This Act. –
The effective date of this act shall be January 1, 2013.
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:4 - Replacement of Previous Act.

304-C:4 Replacement of Previous Act. –
Except as provided in RSA 304-C:5, II this act entirely replaces the New Hampshire limited liability company act as in effect before January 1, 2013.
Source.
2012, 232:2, eff. Jan. 1, 2013.