New Hampshire Revised Statutes 304-C:139 – Winding Up and Liquidation of Limited Liability Companies
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I. Unless the operating agreement provides otherwise, the members or managers who have authority under N.H. Rev. Stat. § 304-C:47 to manage the limited liability company before the dissolution may wind up and liquidate the business and internal affairs of the limited liability company.
II. Upon application to the superior court by a member or by a member’s legal representative or by the transferee of all or any part of a member’s limited liability company interest, the superior court may appoint a liquidating trustee to wind up and liquidate a limited liability company if the applicant shows that one or more of the members or managers have engaged in wrongful conduct or if there is any other equitable cause for the appointment.
III. The persons winding up the business or internal affairs of the limited liability company and liquidating the limited liability company in the name of and for and on behalf of the limited liability company may:
(a) Prosecute and defend suits;
(b) Settle and close the business of the limited liability company;
(c) Dispose of and transfer the property of the limited liability company;
(d) Discharge the liabilities of the limited liability company;
(e) Distribute to the members any remaining assets of the limited liability company; and
(f) Take any other actions necessary or appropriate to wind up and liquidate the limited liability company.
IV. Persons may act in accordance with this section without affecting the personal liability of members and managers and without imposing personal liability on a liquidating trustee.
II. Upon application to the superior court by a member or by a member’s legal representative or by the transferee of all or any part of a member’s limited liability company interest, the superior court may appoint a liquidating trustee to wind up and liquidate a limited liability company if the applicant shows that one or more of the members or managers have engaged in wrongful conduct or if there is any other equitable cause for the appointment.
Terms Used In New Hampshire Revised Statutes 304-C:139
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
- Trustee: A person or institution holding and administering property in trust.
III. The persons winding up the business or internal affairs of the limited liability company and liquidating the limited liability company in the name of and for and on behalf of the limited liability company may:
(a) Prosecute and defend suits;
(b) Settle and close the business of the limited liability company;
(c) Dispose of and transfer the property of the limited liability company;
(d) Discharge the liabilities of the limited liability company;
(e) Distribute to the members any remaining assets of the limited liability company; and
(f) Take any other actions necessary or appropriate to wind up and liquidate the limited liability company.
IV. Persons may act in accordance with this section without affecting the personal liability of members and managers and without imposing personal liability on a liquidating trustee.