New Hampshire Revised Statutes 304-C:188 – Right to Bring Actions on Behalf of Limited Liability Companies
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I. A member or members may bring an action in the superior court in the right of a limited liability company to recover a judgment in its favor if managers or members with authority to do so have refused to bring the action or if an effort to cause those managers or members to bring the action is not likely to succeed, provided that:
(a) All such plaintiff members are members at the time of bringing such action;
(b)(1) All such plaintiff members are members at the time of the transaction of which the plaintiffs complain; or
(2) The plaintiffs’ status as members had devolved on the plaintiffs by operation of law or under the terms of a limited liability company agreement from persons who were members at the time of the transaction; and
(c) The complaint sets forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a manager or member or the reasons for not making the effort.
II. Unless the operating agreement provide otherwise, an action on behalf of the limited liability company may be brought in the name of the limited liability company:
(a) Whether or not a limited liability company agreement vests management of the limited liability company in one or more managers, by majority vote of the members; provided that the vote of any member who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded; or
(b) If the limited liability company agreement vests management of the limited liability company in one or more managers, by one or more managers of the limited liability company upon a majority vote of the members; provided that in determining whether this member voting requirement is met, the vote of any member who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded.
III. If an action brought under paragraph I or II is successful, in whole or in part, as a result of a judgment, compromise, or settlement of the action, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, from any recovery in the action or from the limited liability company.
(a) All such plaintiff members are members at the time of bringing such action;
Terms Used In New Hampshire Revised Statutes 304-C:188
- Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
- Plaintiff: The person who files the complaint in a civil lawsuit.
- Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
(b)(1) All such plaintiff members are members at the time of the transaction of which the plaintiffs complain; or
(2) The plaintiffs’ status as members had devolved on the plaintiffs by operation of law or under the terms of a limited liability company agreement from persons who were members at the time of the transaction; and
(c) The complaint sets forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a manager or member or the reasons for not making the effort.
II. Unless the operating agreement provide otherwise, an action on behalf of the limited liability company may be brought in the name of the limited liability company:
(a) Whether or not a limited liability company agreement vests management of the limited liability company in one or more managers, by majority vote of the members; provided that the vote of any member who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded; or
(b) If the limited liability company agreement vests management of the limited liability company in one or more managers, by one or more managers of the limited liability company upon a majority vote of the members; provided that in determining whether this member voting requirement is met, the vote of any member who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded.
III. If an action brought under paragraph I or II is successful, in whole or in part, as a result of a judgment, compromise, or settlement of the action, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, from any recovery in the action or from the limited liability company.