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Limited Liability Companies
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Section
304-C:1
Short Title.
Section
304-C:2
The Policy of This Act.
Section
304-C:3
Effective Date of This Act.
Section
304-C:4
Replacement of Previous Act.
Section
304-C:5
Transitional Provisions.
Section
304-C:6
Act.
Section
304-C:7
Certificate of Formation.
Section
304-C:8
Contribution.
Section
304-C:9
Foreign Limited Liability Company.
Section
304-C:10
Include.
Section
304-C:11
Limited Liability Company.
Section
304-C:12
Limited Liability Company Interest.
Section
304-C:13
Manager.
Section
304-C:14
Member.
Section
304-C:15
Membership Rights.
Section
304-C:16
Operating Agreement.
Section
304-C:17
Person.
Section
304-C:18
State.
Section
304-C:19
Legal Status of Limited Liability Company as Entity; Duration of Entity Status.
Section
304-C:20
Number of Members.
Section
304-C:21
Permitted Purposes.
Section
304-C:22
Permitted Powers.
Section
304-C:22-a
Trust Powers.
Section
304-C:23
Liability of Members and Managers to Third Parties.
Section
304-C:24
Nature and Transferability of Membership Rights.
Section
304-C:25
Governing Law.
Section
304-C:26
Interest of Members in Limited Liability Company Property.
Section
304-C:27
Reservation of Name of Limited Liability Company.
Section
304-C:28
Requirements for Filing of Documents Under This Act.
Section
304-C:28-a
Online Filing.
Section
304-C:29
Effective Time and Date of Filed Documents.
Section
304-C:30
Filing and Certification of Certificates.
Section
304-C:31
Certificate of Formation-General Requirements.
Section
304-C:32
Name Set Forth in Certificate of Formation.
Section
304-C:33
Certificates of Formation as Notice.
Section
304-C:34
Amendments to Certificates of Formation.
Section
304-C:35
Restated Certificates of Formation.
Section
304-C:36
Limited Liability Company Registered Offices and Registered Agents.
Section
304-C:37
Service of Process on Domestic Limited Liability Companies.
Section
304-C:38
Service of Process on Limited Liability Company Managers and Liquidating Trustees.
Section
304-C:39
Signing, Amendment, and Cancellation of Certificates by Judicial Order.
Section
304-C:40
Form of Operating Agreement.
Section
304-C:41
Binding Effect of Operating Agreements.
Section
304-C:42
No Requirement That Limited Liability Company Sign Agreement.
Section
304-C:43
Single-Member Limited Liability Companies May Have Enforceable Operating Agreements.
Section
304-C:44
Statute of Frauds Inapplicable to Limited Liability Company Agreements.
Section
304-C:45
Operating Agreements May Provide Rights to any Persons, Including Non-Parties.
Section
304-C:46
Admissions of Members Under Limited Liability Company Agreements in Certain Circumstances.
Section
304-C:47
Management of Limited Liability Companies.
Section
304-C:48
Method of Appointment of Managers.
Section
304-C:49
Offices and Responsibilities of Managers.
Section
304-C:50
Termination of Status as Manager.
Section
304-C:51
Managers who are Also Members.
Section
304-C:52
Agency Power of Members and Managers, Etc.
Section
304-C:53
Admissions of Members.
Section
304-C:54
Classes of Members, Etc.
Section
304-C:55
Members' and Managers' Rights to Limited Liability Company Information, Etc.
Section
304-C:56
Actions in the Superior Court to Enforce Rights Under RSA 304-C:55.
Section
304-C:57
Certificates of Membership Rights, Etc.
Section
304-C:58
Rights and Duties of Members.
Section
304-C:59
Resolution of Disputes About the Status of Persons as Members.
Section
304-C:60
Meetings of Members; Written Votes.
Section
304-C:61
Notices for Member Meetings and Voting Procedures.
Section
304-C:62
General Meetings Upon Demand by Members.
Section
304-C:63
Special Meetings Upon Demand by Members.
Section
304-C:64
Vote, Majority Vote, Etc.-Definitions.
Section
304-C:65
Members' Voting Power.
Section
304-C:66
Matters That the Members May Decide by Vote.
Section
304-C:67
Voting Requirements.
Section
304-C:68
Matters Requiring Unanimous Vote of the Other Members.
Section
304-C:69
Matters Requiring Majority Vote of the Disinterested Members.
Section
304-C:70
Permissibility of Actions Not Requiring Member Votes.
Section
304-C:71
Right of Members to Vote Separately.
Section
304-C:72
Appointment of Managers.
Section
304-C:73
Contributions by Managers.
Section
304-C:74
Offices and Responsibilities of Managers.
Section
304-C:75
Duration of Managers' Terms.
Section
304-C:76
Classes of Managers.
Section
304-C:77
Permissibility of Manager Actions Not Requiring Manager Votes.
Section
304-C:78
Managers' Voting Power.
Section
304-C:79
Managers' Voting Requirement.
Section
304-C:80
Right of Managers to Vote Separately.
Section
304-C:81
Notices for Manager Meetings, Etc.
Section
304-C:82
Meetings of Managers.
Section
304-C:83
Delegations by Managers.
Section
304-C:84
Manager Resignations.
Section
304-C:85
Permitted Forms of Contributions.
Section
304-C:86
Valuations of Non-Cash Contributions.
Section
304-C:87
Liability of Members for Promised Contributions.
Section
304-C:88
Remedies for Breaches of Operating Agreements by Members, Etc.
Section
304-C:89
Allocations-Definition.
Section
304-C:90
Formula for Allocations of Profits and Losses.
Section
304-C:91
Distribution, Etc.-Definitions.
Section
304-C:92
Members as Creditors With Respect to Certain Distributions.
Section
304-C:93
Limitations on Distributions.
Section
304-C:94
Interim Distributions.
Section
304-C:95
Allocations of Distributions.
Section
304-C:96
Form of Distributions.
Section
304-C:97
Record Dates for Distributions.
Section
304-C:98
Dissociation-Definition.
Section
304-C:99
Certain Effects of Dissociation.
Section
304-C:100
Statutory Events of Dissociation Applicable to all Members.
Section
304-C:101
Additional Statutory Events of Dissociation Applicable to Members That are Entities.
Section
304-C:102
Other Permissible Events of Dissociation.
Section
304-C:103
Member Withdrawals.
Section
304-C:104
Judicial Removal of Member.
Section
304-C:105
Distributions Upon Member Dissociation.
Section
304-C:105-a
Right of Legal Representatives of Certain Dissociated Members to Exercise Members' Membership Rights.
Section
304-C:106
Application to Certain Members of Fiduciary Duties Applicable to Managers.
Section
304-C:107
Expansion, Restriction and Elimination of Duties.
Section
304-C:108
Duty and Standard of Care.
Section
304-C:109
Business Judgment Rule.
Section
304-C:110
Duty of Loyalty-in General.
Section
304-C:111
Implied Contractual Covenant of Good Faith and Fair Dealing.
Section
304-C:112
Defense of Reliance on Records of Limited Liability Company.
Section
304-C:113
Defense of Reliance on Certain Limited Liability Company Information and Opinions, Etc.
Section
304-C:114
Remedies for Breaches of Operating Agreements by Managers.
Section
304-C:115
Exculpations-in General.
Section
304-C:116
Indemnification.
Section
304-C:117
Advancement of Legal Costs, Etc.
Section
304-C:118
Transfers, Etc.-Definitions.
Section
304-C:119
Nature of Membership Rights, Etc.
Section
304-C:120
Limited Liability Company Grants of Membership Rights.
Section
304-C:121
Transfers of Membership Rights.
Section
304-C:122
Pledges of Membership Rights.
Section
304-C:123
Transfers or Pledges of Limited Liability Company Interests.
Section
304-C:124
Right of Transferee of Limited Liability Company Interest or Other Membership Rights to Become a Member.
Section
304-C:125
Miscellaneous Rights, Duties, and Liabilities of Transferors and Transferees of Membership Rights.
Section
304-C:126
Charging Orders.
Section
304-C:127
Effect of Dissolution of Limited Liability Company.
Section
304-C:128
Dissolution, Winding Up and Liquidation-Definitions.
Section
304-C:129
Events of Dissolution-In General.
Section
304-C:130
Revocation of Dissolution by Majority Vote of the Members.
Section
304-C:131
Non-Dissolution of Single-Member Limited Liability Company.
Section
304-C:132
Non-Dissolution of Limited Liability Company Upon Member Dissociation.
Section
304-C:133
Appointment of Successor Member Under Operating Agreement.
Section
304-C:134
Judicial Dissolution Upon Application by a Member.
Section
304-C:135
Judicial Dissolution Upon Application by Attorney General.
Section
304-C:136
Administrative Dissolution.
Section
304-C:137
Procedures for and Certain Effects of Administrative Dissolution.
Section
304-C:138
Reinstatement Following Administrative Dissolution.
Section
304-C:139
Winding Up and Liquidation of Limited Liability Companies.
Section
304-C:140
Agency Power of Managers and Members After Limited Liability Company Dissolution.
Section
304-C:141
Certificate of Dissolution; Distributions of Assets Upon Liquidation of Limited Liability Company.
Section
304-C:142
Certificate of Cancellation of Certificate of Formation.
Section
304-C:143
Dispositions of Known Claims Against Dissolved Limited Liability Company.
Section
304-C:144
Disposition of Unknown Claims Against Dissolved Limited Liability Company.
Section
304-C:145
Late Reinstatements-In General.
Section
304-C:146
Appeals From Denials of Late Reinstatements.
Section
304-C:147
Statutory Conversion-Definition.
Section
304-C:148
Other Business Entity; Converting Business Entity.
Section
304-C:149
Statutory Conversions of Other Business Entities to Limited Liability Companies.
Section
304-C:150
Approvals of Statutory Conversions of Limited Liability Companies to Other Business Entities.
Section
304-C:151
Events of Dissociation of Individuals Who are Members of Single-Member Limited Liability Companies.
Section
304-C:152
Effect of Withdrawal of Member of Single-Member Limited Liability Company.
Section
304-C:153
Successor to Deceased Member of Single-Member Limited Liability Company Becomes Member.
Section
304-C:154
Provisions in Other Parts of This Act Relevant to Single-Member LLCs.
Section
304-C:155
Mergers of Limited Liability Companies-In General.
Section
304-C:156
Merger Approvals.
Section
304-C:157
Agreements of Merger.
Section
304-C:158
Certificates of Merger.
Section
304-C:159
Merger Effects.
Section
304-C:160
Definitions.
Section
304-C:161
Right of Members to Dissent-in General.
Section
304-C:162
Notices by Limited Liability Companies to Members Concerning Members' Right to Dissent.
Section
304-C:163
Notices by Dissenting Members to Limited Liability Companies Concerning Members' Intent to Demand Payment.
Section
304-C:164
Dissenters' Notices Required to be Provided by Limited Liability Companies to Members.
Section
304-C:165
Duty of Dissenters to Demand Payment, Etc.
Section
304-C:166
Limited Liability Companies' Making of Payments to Dissenting Members.
Section
304-C:167
Limited Liability Company Failures to Take Actions Giving Rise to Dissenters' Rights.
Section
304-C:168
Dissenters' Rights of Persons With After-Acquired Limited Liability Company Interests.
Section
304-C:169
Procedures if Members are Dissatisfied With Payments or Offers of Payment.
Section
304-C:170
Appraisal Actions.
Section
304-C:171
Allocations of Court Costs and Counsel Fees in Appraisal Actions.
Section
304-C:172
Procedures Relating to Transferees of Limited Liability Company Interests.
Section
304-C:173
Law Governing Foreign Limited Liability Companies.
Section
304-C:174
Transactions Not Constituting Doing Business.
Section
304-C:175
Requirement of Registration by Foreign Limited Liability Companies; Applications for Registration.
Section
304-C:176
Issuance of Registrations.
Section
304-C:177
Names of Foreign Limited Liability Companies; Registered Office; Registered Agent.
Section
304-C:178
Amendments to Applications to Register Foreign Limited Liability Companies.
Section
304-C:179
Cancellations of Registrations.
Section
304-C:180
Doing Business Without Registration.
Section
304-C:181
Service of Process on Registered Foreign Limited Liability Companies.
Section
304-C:182
Service of Process on Unregistered Foreign Limited Liability Companies.
Section
304-C:183
Grounds for Revocation.
Section
304-C:184
Procedures for and Effect of Revocation.
Section
304-C:185
Appeals From Revocations.
Section
304-C:186
Venue and Method for Resolution of Limited Liability Company Internal Disputes.
Section
304-C:187
Actions by and Against Limited Liability Companies.
Section
304-C:188
Right to Bring Actions on Behalf of Limited Liability Companies.
Section
304-C:189
Effects of Lack of Authority to Bring Actions.
Section
304-C:190
Right of Members to Bring Direct Actions.
Section
304-C:191
Fees.
Section
304-C:192
Inapplicability of Rule That Statutes in Derogation of the Common Law are to be Strictly Construed.
Section
304-C:193
Resolution of Cases Not Provided for in This Act.
Section
304-C:194
Annual Reports to Secretary of State.
Section
304-C:195
Administrative Collections and Payments of Fees; Related Matters.
Section
304-C:196
Administrative Rulemaking.
Section
304-C:197
Filing of Certificates, Etc. Online.
Section
304-C:198
Severability of Provisions.
Section
304-C:199
Singular and Plural.
Section
304-C:200
Gender.
Section
304-C:201
Captions.
Section
304-C:202
Inapplicability of RSA 382-A:9-406 and RSA 382-A:9-408 to Interests in Limited Liability Companies.
Section
304-C:203
Equivalent Effects.
Section
304-C:204
Reserved Power of State of New Hampshire to Alter or Repeal Act.
Section
304-C:205
Domestication.
Section
304-C:206
Action on a Plan of Domestication.
Section
304-C:207
Articles of Domestication.
Section
304-C:208
Surrender of Charter Upon Domestication.
Section
304-C:209
Effect of Domestication.
Section
304-C:210
Abandonment of a Domestication.