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

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appraisal: A determination of property value.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Dependent: A person dependent for support upon another.
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
  • 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
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Executor: A male person named in a will to carry out the decedent
  • Fiduciary: A trustee, executor, or administrator.
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • following: when used by way of reference to any section of these laws, shall mean the section next preceding or following that in which such reference is made, unless some other is expressly designated. See New Hampshire Revised Statutes 21:13
  • Fraud: Intentional deception resulting in injury to another.
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • person: may extend and be applied to bodies corporate and politic as well as to individuals. See New Hampshire Revised Statutes 21:9
  • Personal property: All property that is not real property.
  • petition: when used in connection with the equity jurisdiction of the superior court, and referring to a document filed with the court, shall mean complaint, and "petitioner" shall mean plaintiff. See New Hampshire Revised Statutes 21:51
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. Source: OCC
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Quorum: The number of legislators that must be present to do business.
  • real estate: shall include lands, tenements, and hereditaments, and all rights thereto and interests therein. See New Hampshire Revised Statutes 21:21
  • Right of offset: Banks' legal right to seize funds that a guarantor or debtor may have on deposit to cover a loan in default. It is also known as the right of set-off. Source: OCC
  • Service of process: The service of writs or summonses to the appropriate party.
  • 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.
  • state: when applied to different parts of the United States, may extend to and include the District of Columbia and the several territories, so called; and the words "United States" shall include said district and territories. See New Hampshire Revised Statutes 21:4
  • Statute: A law passed by a legislature.
  • sworn: when applied to public officers required by the constitution to take oaths therein prescribed, shall refer to those oaths; when applied to other officers it shall mean sworn to the faithful discharge of the duties of their offices before a justice of the peace, or other person authorized to administer official oaths in such cases. See New Hampshire Revised Statutes 21:25
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Trustee: A person or institution holding and administering property in trust.
  • United States: shall include said district and territories. See New Hampshire Revised Statutes 21:4
  • Venue: The geographical location in which a case is tried.