{"id": "HB690", "year": 1993, "term": "1993-1994", "title": "allowing and regulating limited liability companies and professional limited liability companies.", "narrative": "It was introduced on March 4, 1993 and referred to the House Judiciary committee. The committee held public hearings on March 17, 1993 and March 30, 1993. The majority of the committee recommended that the House pass it with changes by a vote of 15\u20132. On April 13, 1993 the House adopted \u201cSuspend Rules to consider\u201d, on a motion by Rep. Gross & Trombly. On April 13, 1993 the House voted to pass it with changes on a voice vote. It crossed to the Senate on April 15, 1993 and was referred to the Senate Executive Departments and Administration committee. The committee held a public hearing on April 29, 1993. The committee recommended that the Senate pass it with changes. On May 19, 1993 the Senate voted to pass it with changes on a voice vote. On May 25, 1993 the House voted to agree to the other chamber's changes on a voice vote. The bill was enrolled on June 17, 1993 \u2014 the final check of the text before it goes to the governor. The governor signed it on June 23, 1993, making it Chapter 313 of the session laws. It took effect on July 1, 1993.", "stages": [{"label": "House Committee (Judiciary)", "hand": "H:committee", "text": "It was introduced on March 4, 1993 and referred to the House Judiciary committee. The committee held public hearings on March 17, 1993 and March 30, 1993. The majority of the committee recommended that the House pass it with changes by a vote of 15\u20132.", "notes": []}, {"label": "On the House Floor", "hand": "H:floor", "text": "On April 13, 1993 the House adopted \u201cSuspend Rules to consider\u201d, on a motion by Rep. Gross & Trombly. On April 13, 1993 the House voted to pass it with changes on a voice vote.", "notes": []}, {"label": "Senate Committee (Executive Departments and Administration)", "hand": "S:committee", "text": "It crossed to the Senate on April 15, 1993 and was referred to the Senate Executive Departments and Administration committee. The committee held a public hearing on April 29, 1993. The committee recommended that the Senate pass it with changes.", "notes": []}, {"label": "On the Senate Floor", "hand": "S:floor", "text": "On May 19, 1993 the Senate voted to pass it with changes on a voice vote.", "notes": []}, {"label": "On the House Floor", "hand": "H:floor", "text": "On May 25, 1993 the House voted to agree to the other chamber's changes on a voice vote.", "notes": []}, {"label": "With the Governor", "hand": "G:governor", "text": "The bill was enrolled on June 17, 1993 \u2014 the final check of the text before it goes to the governor. The governor signed it on June 23, 1993, making it Chapter 313 of the session laws. It took effect on July 1, 1993.", "notes": []}], "notes": [], "vote_note": "", "events": [{"date": "1993-03-04", "text": "INTRODUCED AND REF TO JUDICIARY; HJ36,P851", "routine": false, "cite": "HJ 36"}, {"date": "1993-03-11", "text": "CONTINUED HEARING (IF NECESSARY) MAR18 10:00 RM208,LOB :JUD", "routine": false}, {"date": "1993-03-17", "text": "HEARING MAR17 10:00 RM208,LOB FOR: JUDICIARY", "routine": false}, {"date": "1993-03-17", "text": "WORK SESS IF NEEDED MAR23, MAR24, MAR25 AFTER HEARINGS RM208,LOB", "routine": false}, {"date": "1993-03-30", "text": "CONTINUED HEARING MAR30 10:00 RM208,LOB FOR: JUDICIARY", "routine": false}, {"date": "1993-04-09", "text": "MAJ REPORT OTP/AM FOR APR13 (VOTE 15-2)", "routine": false}, {"date": "1993-04-09", "text": "PROP COMM AM <2212>; HC51,P1239-1242", "routine": false, "cite": "HC 51"}, {"date": "1993-04-13", "text": "REPS GROSS & TROMBLY SUSP RULES TO CONSIDER, MA 2/3VV; HJ56,P1390", "routine": false, "cite": "HJ 56"}, {"date": "1993-04-13", "text": "COMM AM, AA VV; PASSED WITH AM VV; HJ56,P1390-1393 + 1394", "routine": false, "cite": "HJ 56"}, {"date": "1993-04-15", "text": "INTRODUCED AND REF TO EXEC DEPTS+ADMIN; SJ14,P273", "routine": false, "cite": "SJ 14"}, {"date": "1993-04-29", "text": "HEARING APR29 08:30 RM104,LOB FOR: EXEC DEPTS+ADMIN", "routine": false}, {"date": "1993-05-18", "text": "COMM REPORT OTP/AM MAY19", "routine": false}, {"date": "1993-05-18", "text": "PROP COMM AM<2830>; SC35,P17-20", "routine": false, "cite": "SC 35"}, {"date": "1993-05-19", "text": "COMM AM, AA VV; PASSED WITH AM VV; SJ19,P386-389 + 452", "routine": false, "cite": "SJ 19"}, {"date": "1993-05-25", "text": "HOUSE CONC WITH SEN AM, REP LOWN MA VV; HJ84,P1937", "routine": false, "cite": "HJ 84"}, {"date": "1993-06-09", "text": "ENROLLED; SJ23,P533", "routine": false, "cite": "SJ 23", "plain": "Enrolled: the final text checked before it goes to the Governor"}, {"date": "1993-06-17", "text": "ENROLLED; HJ91,P2021", "routine": false, "cite": "HJ 91", "plain": "Enrolled: the final text checked before it goes to the Governor"}, {"date": "1993-06-23", "text": "SIGNED BY GOVERNOR 06/23/93 EFF: 07/01/93 CHAP.0313", "routine": false}], "next_step": "Signed into law", "archived": {"docket": true, "sponsors": true, "reports": false, "votes": false, "video": false, "hearings": true, "committee": true}, "status_source": "General Court docket", "chapter": "313", "journey": {"steps": [{"date": "1993-04-13", "body": "H", "act": "passed", "mark": "p", "text": "Passed with an amendment on a voice vote"}, {"date": "1993-05-19", "body": "S", "act": "passed", "mark": "p", "text": "Passed with an amendment on a voice vote"}, {"date": "1993-05-25", "body": "H", "act": "concurred", "mark": "p", "text": "Agreed to the Senate's amendment on a voice vote"}, {"date": "1993-06-23", "body": "G", "act": "signed", "mark": "p", "text": "Signed"}, {"date": "", "body": "L", "act": "law", "text": "Chapter 313, in effect Jul 1, 1993", "mark": "p"}], "rail": [{"stop": "Introduced", "mark": "p", "date": "1993-03-04", "say": "Introduced"}, {"stop": "House", "mark": "p", "date": "1993-04-13", "say": "Passed with an amendment on a voice vote"}, {"stop": "Senate", "mark": "p", "date": "1993-05-19", "say": "Passed with an amendment on a voice vote"}, {"stop": "Governor", "mark": "p", "date": "1993-06-23", "say": "Signed"}, {"stop": "Law", "mark": "p", "date": "1993-07-01", "say": "Chapter 313, in effect Jul 1, 1993"}]}, "text_url": "", "facts": {"gen_status": "SIGNED BY GOVERNOR", "house_status": "CONCURRED", "senate_status": "PASSED/ADOPTED WITH AMENDMENT"}, "sponsors": [{"member_id": "", "name": "Mercer", "party": "", "chamber": "H", "county": "Hillsborough", "district": "27", "label": "Rep. Mercer (Hills 27)", "sequence": 0, "prime": true, "source": "bill text", "prime_inferred": true, "as_printed": "Rep. Mercer of Hills 27", "display_plain": "Rep. Mercer", "display": "Rep. Mercer", "display_full": "Rep. Mercer (Hills 27)", "district_label": "Hills 27", "sort": "mercer", "slug": ""}, {"member_id": "", "name": "Syracusa", "party": "", "chamber": "H", "county": "Rockingham", "district": "33", "label": "Rep. Syracusa (Rock 33)", "sequence": 1, "prime": false, "source": "bill text", "prime_inferred": true, "as_printed": "Rep. Syracusa of Rock 33", "display_plain": "Rep. Syracusa", "display": "Rep. Syracusa", "display_full": "Rep. Syracusa (Rock 33)", "district_label": "Rock 33", "sort": "syracusa", "slug": ""}, {"member_id": "", "name": "Delahunty", "party": "", "chamber": "S", "county": "", "district": "22", "label": "Sen. Delahunty (SD22)", "sequence": 2, "prime": false, "source": "bill text", "prime_inferred": true, "as_printed": "Sen. Delahunty of Dist 22", "display_plain": "Sen. Delahunty", "display": "Sen. Delahunty", "display_full": "Sen. Delahunty (SD22)", "district_label": "SD22", "sort": "delahunty", "slug": ""}], "rollcalls": [{"date": "1993-04-13", "body": "H", "question": "Ought to Pass with Amendment", "mover": "", "yeas": null, "nays": null, "passed": true, "vote_kind": "VV", "vote_kind_label": "voice vote", "threshold_note": null, "tally": {}, "members": [], "amendment": null, "mk": "otpa", "mf": {}}, {"date": "1993-05-19", "body": "S", "question": "Ought to Pass with Amendment", "mover": "", "yeas": null, "nays": null, "passed": true, "vote_kind": "VV", "vote_kind_label": "voice vote", "threshold_note": null, "tally": {}, "members": [], "amendment": null, "mk": "otpa", "mf": {}}, {"date": "1993-05-25", "body": "H", "question": "Concur", "mover": "", "yeas": null, "nays": null, "passed": true, "vote_kind": "VV", "vote_kind_label": "voice vote", "threshold_note": null, "tally": {}, "members": [], "amendment": null, "mk": "concur", "mf": {}, "mrec": "Concur"}], "stations": [{"when": "1993-03-17", "time": "10:00", "what": "hearing", "committee": "Judiciary", "body": "H", "venue": "RM208,LOB", "video_id": "", "watch": null, "predicted": "", "start": null, "state": "prestream", "tolerance": null, "short": false, "end": null, "end_stated": false, "end_from": null, "candidate": null, "start_stated": false, "said_how": null, "end_stated_cluster": false}, {"when": "1993-03-30", "time": "10:00", "what": "hearing", "committee": "Judiciary", "body": "H", "venue": "RM208,LOB", "video_id": "", "watch": null, "predicted": "", "start": null, "state": "prestream", "tolerance": null, "short": false, "end": null, "end_stated": false, "end_from": null, "candidate": null, "start_stated": false, "said_how": null, "end_stated_cluster": false}, {"when": "1993-04-29", "time": "08:30", "what": "hearing", "committee": "Executive Departments and Administration", "body": "S", "venue": "RM104,LOB", "video_id": "", "watch": null, "predicted": "", "start": null, "state": "prestream", "tolerance": null, "short": false, "end": null, "end_stated": false, "end_from": null, "candidate": null, "start_stated": false, "said_how": null, "end_stated_cluster": false}], "reports": [], "docket_reports": [{"date": "1993-04-09", "dated": "recorded", "body": "H", "committee": "Judiciary", "side": "Majority", "recommendation": "OUGHT TO PASS WITH AMENDMENT", "vote_yeas": 15, "vote_nays": 2, "amendment": "", "new_title": false, "cite": "", "cite_url": ""}, {"date": "1993-05-18", "dated": "recorded", "body": "S", "committee": "Executive Departments and Administration", "side": "", "recommendation": "OUGHT TO PASS WITH AMENDMENT", "vote_yeas": null, "vote_nays": null, "amendment": "", "new_title": false, "cite": "", "cite_url": ""}], "report_actions": [], "veto_message": null, "bill_note": null, "subject": "Business and Industry", "subject_source": "granite record", "house_committee": "Judiciary", "senate_committee": "Executive Departments and Administration", "lsr": "1993-104", "docket_url": "https://gc.nh.gov/bill_status/legacy/bs2016/bill_docket.aspx?lsr=104&sy=1993&txtsessionyear=1993&txtbillnumber=hb690&sortoption=billnumber", "documents": [{"label": "Bill status page", "url": "https://gc.nh.gov/bill_status/legacy/bs2016/Bill_status.aspx?lsr=104&sy=1993&txtsessionyear=1993&txtbillnumber=hb690&sortoption=billnumber", "kind": "status"}, {"label": "Docket", "url": "https://gc.nh.gov/bill_status/legacy/bs2016/bill_docket.aspx?lsr=104&sy=1993&txtsessionyear=1993&txtbillnumber=hb690&sortoption=billnumber", "kind": "docket"}], "amendments": [], "billtext": {"version": "", "title": "", "analysis": "This bill allows the organization of and regulates 2 new types of business entities called limited liability companies and professional limited liability companies. These types of companies have characteristics of both partnerships and corporations.", "body": "1165B\n\n08\n\nCHAPTER 313\n\nHOUSE BILL - FINAL VERSION\n\nHB 690-FN\n\nnine hundred and ninety-three\n\nallowing and regulating limited liability companies\n\nand professional limited liability companies.\n\nBe it Enacted by the Senate and House of Represen-\n\ntatives in General Court convened:\n\n313:1 New Chapters; Limited Liability Companies and Professional Liability Companies. Amend RSA by inserting after chapter 304-B the following new chapter:\n\nCHAPTER 304-C\n\nLIMITED LIABILITY COMPANIES\n\nGeneral Provisions\n\n304-C:1 Definitions. As used in this chapter, unless the context otherwise requires:\n\nI. \"Bankruptcy\" means an event that causes a person to cease to be a member as provided in RSA 304-C:27, I(d).\n\nII. \"Certificate of formation\" means the certificate referred to in RSA 304-C:12, and the certificate as amended.\n\nIII. \"Contribution\" means any cash, property, services rendered or a promissory note or other obligation to contribute cash or property or to perform services, that a person contributes to a limited liability company in his capacity as a member.\n\nIV. \"Foreign limited liability company\" means a limited liability company formed under the laws of any state or under the laws of any foreign country or other foreign jurisdiction and denominated as such under the laws of such state or foreign country or other foreign jurisdiction.\n\nV. \"Limited liability company\" and \"domestic limited liability company\" mean a limited liability company formed under the laws of New Hampshire and having 2 or more members.\n\nVI. \"Limited liability company agreement\" means a written agreement of the members as to the affairs of a limited liability company and the conduct of its business. A limited liability company agreement or another written agreement or writing:\n\n(a) May provide that a person shall be admitted as a member of a limited liability company, or shall become an assignee of a limited liability company interest or other rights or powers of a member to the extent assigned, and shall become bound by the limited liability company agreement:\n\n(1) If such person (or a representative authorized by such person orally, in writing or by other action such as payment for a limited liability company interest) executes the limited liability company agreement or any other writing evidencing the intent of such person to become a member or assignee, or\n\n(2) Without such execution, if such person (or a representative authorized by such person orally, in writing or by other action such as payment for a limited liability company interest) complies with the conditions for becoming a member or assignee as set forth in the limited liability company agreement or any other writing and requests, orally, in writing or by other action such as payment for a limited liability company interest, that the records of the limited liability company reflect such admission or assignment; and\n\n(b) Shall not be unenforceable by reason of its not having been signed by a person being admitted as a member or becoming an assignee as provided in subparagraph (a), or by reason of its having been signed by a representative as provided in this chapter.\n\nVII. \"Limited liability company interest\" means a member's share of the profits and losses of a limited liability company and a member's right to receive distributions of the limited liability company's assets.\n\nVIII. \"Liquidating trustee\" means a person carrying out the winding up of a limited liability company.\n\nIX. \"Manager\" means a person who is named as a manager of a limited liability company in or designated as a manager of a limited liability company pursuant to a limited liability company agreement or similar instrument under which the limited liability company is formed.\n\nX. \"Member\" means a person who has been admitted to a limited liability company as a member as provided in RSA 304-C:23 or, in the case of a foreign limited liability company, in accordance with the laws of the state or foreign country or other foreign jurisdiction under which the foreign limited liability company is organized.\n\nXI. \"Person\" means a natural person, partnership, whether general or limited and whether domestic or foreign, limited liability company, foreign limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.\n\nXII. \"Publicly traded limited liability company interest\" means any limited liability company interest that is:\n\n(a) Listed on a national securities exchange; or\n\n(b) Authorized for quotation on an inter-dealer quotation system of a registered national securities association.\n\nXIII. \"State\" means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession, or other jurisdiction of the United States other than the state of New Hampshire.\n\n304-C:2 Filing Requirements.\n\nI. A document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state.\n\nII. All required documents shall be filed in the office of the secretary of state.\n\nIII. The document shall contain the information required by this chapter. It may contain other information as well.\n\nIV. The document shall be typewritten or printed.\n\nV. The document shall be in the English language. A limited liability company name need not be in English if written in English letters or Arabic or Roman numerals, and the statement of existence required of foreign limited liability companies need not be in English if accompanied by a reasonably authenticated English translation.\n\nVI. Except as specifically provided in other sections of this chapter, the document shall be executed:\n\n(a) By a manager of a limited liability company that has a manager;\n\n(b) By a member of a limited liability company that does not have\n\na manager;\n\n(c) If the limited liability company is in the hands of a receiver, trustee, or other court appointed fiduciary, by that fiduciary.\n\nVII. The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs.\n\nVIII. The document shall be delivered to the office of the secretary of state for filing and shall be accompanied by one exact or conformed copy, the correct fee, and any penalty required by this chapter or other law. Annual reports delivered for filing pursuant to this chapter need not be accompanied by an exact or conformed copy.\n\n304-C:3 Name Set Forth in Certificate. The name of each limited liability company as set forth in its certificate of formation:\n\nI. Shall contain the words \"limited liability company\" or the abbreviation \"L.L.C.\" or similar abbreviation;\n\nII. May contain the name of a member or manager;\n\nIII. Shall not be the same as or deceptively similar to the name of any corporation, limited partnership, proprietorship, New Hampshire investment trust, voluntary association, trade name, business trust or limited liability company reserved, registered, formed or organized under the laws of New Hampshire or qualified to do business or registered as a foreign corporation, foreign limited partnership, foreign partnership, or foreign limited liability company in New Hampshire or the name of an agency or instrumentality of the United States or this state or a subdivision thereof or of any political party recognized under RSA 652:11, unless\n\nwritten consent is obtained from the authorized representative of such party; provided, however, that a limited liability company may not register under any name that is the same as or deceptively similar to the name of any domestic or foreign corporation, limited partnership, proprietorship, New Hampshire investment trust, voluntary association, trade name, business trust or limited liability company reserved, registered, formed or organized under the laws of New Hampshire without the written consent of the other corporation, limited partnership, proprietorship, New Hampshire investment trust, voluntary association, trade name, business trust or limited liability company, which written consent shall be filed with the secretary of state; and\n\nIV. May contain the following words: \"company,\" \"association,\" \"club,\" \"foundation,\" \"fund,\" \"institute,\" \"society,\" \"union,\" \"syndicate,\" \"limited\" or \"trust\" or abbreviations of like import.\n\n304-C:4 Reservation of Name.\n\nI. The exclusive right to the use of a name may be reserved by:\n\n(a) Any person intending to organize a limited liability company under this chapter and to adopt that name;\n\n(b) Any domestic limited liability company or any foreign limited liability company registered in New Hampshire which, in either case, proposes to change its name to that name;\n\n(c) Any foreign limited liability company intending to register in New Hampshire and adopt that name; or\n\n(d) Any person intending to organize a foreign limited liability company and intending to have it register in New Hampshire and adopt that\n\nname.\n\nII. The reservation of a specified name shall be made by filing with the secretary of state an application, executed by the applicant, to reserve a specified name. If the secretary of state finds that the name is available for use by a domestic or foreign limited liability company, the secretary of state shall reserve the name for the exclusive use of the applicant for a period of 120 days. Once having so reserved a name, the same applicant may again reserve the same name for successive 120-day periods. The right to the exclusive use of a reserved name may be transferred to any other person by filing with the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name to be transferred and the name and address of the transferee. The reservation of a specified name may be cancelled by filing with the secretary of state a notice of cancellation, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.\n\n304-C:5 Registered Office; Registered Agent.\n\nI. Each limited liability company shall have and maintain in New Hampshire:\n\n(a) A registered office that may be the same as any of its places of business; and\n\n(b) A registered agent, which agent may be either an individual resident of New Hampshire whose business office is identical with the limited liability company's registered office, or a domestic corporation, or a foreign corporation authorized to do business in New Hampshire having\n\na business office identical with such registered office.\n\nII. A limited liability company may change its registered office or registered agent, or both, by filing with the secretary of state a statement setting forth:\n\n(a) The name of the limited liability company;\n\n(b) The street address of its current registered office;\n\n(c) If the street address of its registered office is to be changed, the street address to which the registered office is to be changed;\n\n(d) The name and address of its current registered agent;\n\n(e) If its registered agent is to be changed, the name and address of its successor registered agent; and\n\n(f) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.\n\nIII. A registered agent of a limited liability company may resign as registered agent by executing and filing a written notice of resignation with the secretary of state. The secretary of state shall mail a copy of the notice to the limited liability company at its principal office. The appointment of the registered agent terminates 31 days after filing of the notice with the secretary of state or on the appointment of a successor registered agent, whichever occurs first. The notice of resignation may include a statement that the registered office is also discontinued.\n\nIV. If a registered agent changes its address to another place in this state, it may change the address of the registered office of any limited liability company for which it is a registered agent by filing a\n\nstatement with the secretary of state as required by RSA 304-C:5, II, except that the statement need be signed only by the registered agent. The statement shall recite that a copy of it has been mailed to the limited liability company.\n\n304-C:6 Service of Process on Domestic Limited Liability Companies.\n\nI. A limited liability company's registered agent is the limited liability company's agent for service of process, notice, or demand required or permitted by law to be served on the limited liability company.\n\nII. If a limited liability company has no registered agent, or the agent cannot with reasonable diligence be served, the limited liability company may be served by registered or certified mail, return receipt requested, addressed to the limited liability company at its principal office. Service is perfected under this section at the earliest of:\n\n(a) The date the limited liability company receives the mail;\n\n(b) The date shown on the return receipt, if signed on behalf of the limited liability company; or\n\n(c) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.\n\nIII. This section does not prescribe the only means, or necessarily the required means, of serving a limited liability company.\n\n304-C:7 Nature of Business Permitted; Powers.\n\nI. A limited liability company may be organized under this chapter for any lawful purpose except carrying on the business of banking, the construction and maintenance of railroads, the business of making contracts for the payment of money at a fixed date or upon the happening of some\n\ncontingency, or the business of a trust, surety, indemnity or safe deposit company. If, however, the commissioner of the department of transportation enters an order finding that it shall be in the public good and subject to such terms and conditions as he may prescribe in the public interest, a limited liability company may be formed pursuant to this chapter to acquire, maintain, and operate any existing line or railroad or street railway within this state.\n\nII. Except as provided in a limited liability company agreement, every limited liability company has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power:\n\n(a) To sue and be sued, complain and defend in its name.\n\n(b) To have a seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it.\n\n(c) To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located.\n\n(d) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property.\n\n(e) To purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in or with shares or other interests in, or obligations of, any other entity.\n\n(f) To make contracts and guarantees, incur liabilities, borrow\n\nmoney, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the limited liability company), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income.\n\n(g) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment.\n\n(h) To be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity.\n\n(i) To conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state.\n\n(j) To appoint employees and agents, define their duties, fix their compensation, and lend them money and credit.\n\n(k) To pay pensions and establish pension plans, pension trusts, profit sharing plans, bonus plans, option plans, and benefit or incentive plans for any or all of its current or former managers, employees, and agents.\n\n(l) To make donations for the public welfare or for charitable, scientific, or educational purposes.\n\n(m) To transact any lawful business that will aid governmental policy.\n\n(n) To make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the limited liability company.\n\n304-C:8 Business Transactions of Member or Manager With the Limited Liability Company. Except as provided in a limited liability company\n\nagreement, a member or manager may lend money to, borrow money from, act as a surety, guarantor or endorser for, guaranty or assume one or more specific obligations of, provide collateral for, and transact other business with a limited liability company and, subject to other applicable law, has the same rights and obligations with respect to any such matter as a person who is not a member or manager.\n\n304-C:9 Indemnification.\n\nI. Except as provided in paragraph II and subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify any member or manager or other person made a party to a proceeding or threatened to be made a named defendant or respondent in a proceeding because such member, manager, or other person acted on behalf of the limited liability company, against liability for a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding, if:\n\n(a) The member, manager or person conducted himself in good faith; and\n\n(b) The member, manager, or person reasonably believed his conduct was not opposed to the best interest of the limited liability company.\n\nII. A limited liability company may not indemnify a member, manager, or other person under this section:\n\n(a) In connection with a proceeding by or in the right of the\n\nlimited liability company in which such person was judged liable to the limited liability company; or\n\n(b) In connection with any other proceeding charging improper personal benefit to such person, whether or not involving action on behalf of the limited liability company, in which such person was adjudged liable on the basis that personal benefit was improperly received by him.\n\n304-C:10 Service of Process on Managers and Liquidating Trustees.\n\nI. A manager or a liquidating trustee of a limited liability company may be served with process in the manner prescribed in this section in all civil actions or proceedings brought in New Hampshire involving or relating to the business of the limited liability company or a violation by the manager or the liquidating trustee of a duty to the limited liability company, or any member of the limited liability company, whether or not the manager or the liquidating trustee is a manager or a liquidating trustee at the time suit is commenced. A manager's or a liquidating trustee's serving as such constitutes such person's consent to the appointment of the registered agent of the limited liability company, or, if there is none, the secretary of state, as such person's agent upon whom service of process may be made as provided in this section. Such service as a manager or a liquidating trustee shall signify the consent of such manager or liquidating trustee that any process when so served shall be of the same legal force and validity as if served upon such manager or liquidating trustee within New Hampshire, and such appointment of the registered agent, or, if there is none, the secretary of state, shall be irrevocable.\n\nII. Service of process under this section may be effected in the\n\nmanner provided in RSA 304-C:6.\n\nIII. In a written limited liability company agreement or other writing, a manager or member may consent to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the courts of, or the exclusivity of arbitration in, New Hampshire, and to be served with legal process in the same manner prescribed in such limited liability company agreement or other writing.\n\nIV. This section does not prescribe the only means, or necessarily the required means, of serving managers and liquidating trustees of limited liability companies.\n\n304-C:11 Effective Time and Date of Document.\n\nI. Except as provided in paragraph II, a document accepted for filing is effective:\n\n(a) At the close of business on the date it is filed, as evidenced by the secretary of state's date endorsement of the original document; or\n\n(b) At the time specified in the document as its effective time on the date it is filed.\n\nII. A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.\n\nFormation; Certificate of Formation\n\n304-C:12 Certificate of Formation.\n\nI. In order to form a limited liability company, one or more authorized persons shall deliver a certificate of formation and the certificate required by RSA 421-B:13, I-a to the secretary of state for filing.\n\nII. The certificate of formation shall set forth:\n\n(a) The name of the limited liability company;\n\n(b) The nature of the primary business or purposes of the limited liability company;\n\n(c) The address of the registered office and the name and address of the registered agent for service of process required to be maintained by RSA 304-C:5;\n\n(d) If the limited liability company is to have a specific date of dissolution, the latest date on which the limited liability company is to dissolve;\n\n(e) If management of the limited liability company is vested in a manager or managers, a statement to that effect; and\n\n(f) Any other matters the members decide to include.\n\nIII. A limited liability company is formed at the time of the filing of the initial certificate of formation with the secretary of state.\n\nIV. A limited liability company formed under this chapter shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the limited liability company's certificate of formation.\n\n304-C:13 Amendment to Certificate of Formation.\n\nI. A certificate of formation is amended by filing a certificate of amendment with the secretary of state. The certificate of amendment shall set forth:\n\n(a) The name of the limited liability company; and\n\n(b) The amendment to the certificate of formation.\n\nII. A certificate of formation may be amended at any time in any respect so long as the certificate of formation as amended contains only provisions that lawfully may be contained in the certificate of formation at the time of making the amendment.\n\n304-C:14 Execution, Amendment or Cancellation by Judicial Order.\n\nI. If a person required to execute a certificate required by this chapter fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior court to direct the execution of the certificate. If the court finds that the execution of the certificate is proper and that any person so designated has failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate or enter an order granting other appropriate relief.\n\nII. If a person required to execute a limited liability company agreement or amendment of such an agreement fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior court to direct the execution of the limited liability company agreement or amendment of such agreement. If the court finds that the limited liability company agreement or amendment of such an\n\nagreement should be executed and that any person required to execute the limited liability company agreement or amendment thereof has failed or refused to do so, it shall order such person to execute such agreement or amendment or enter an order granting other appropriate relief.\n\n304-C:15 Filing.\n\nI. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all required filing fees the secretary shall:\n\n(a) Certify that the certificate of formation, amendment, or cancellation, any judicial decree of amendment or cancellation, the certificate of merger, or the restated certificate has been filed by endorsing upon the original certificate the word \"filed,\" and the date of the filing. This endorsement is conclusive of the date of its filing in the absence of actual fraud;\n\n(b) File the endorsed certificate; and\n\n(c) Prepare and return to the person who filed it, or such person's representative, a copy of the original signed instrument, similarly endorsed.\n\nII. Upon the filing of a certificate of amendment, or judicial decree of amendment, or restated certificate with the secretary of state, or upon the future effective date or time of a certificate of amendment, or judicial decree of amendment, or restated certificate, the certificate of formation shall be amended or restated as set forth. Upon the filing of a certificate of cancellation, or a judicial decree thereof, or a certificate of merger for any limited liability company as to which it acts as a\n\ncertificate of cancellation, or upon the future effective date or time of a certificate of cancellation or a judicial decree thereof, or of a certificate of merger for any limited liability company as to which it acts as a certificate of cancellation, the certificate of formation is cancelled.\n\n304-C:16 Notice. The fact that a certificate of formation is on file with the secretary of state is notice that the entity formed in connection with the filing of the certificate of formation is a limited liability company legally formed under the laws of New Hampshire and is notice of all other facts set forth in the certificate which are required to be set forth by RSA 304-C:12, II(a), (b) and (c).\n\n304-C:17 Restated Certificate.\n\nI. A certificate of formation may be restated at any time by filing a restated certificate of formation with the secretary of state. The restated certificate of formation may contain one or more amendments of the certificate of formation as permitted in a certificate of amendment under RSA 304-C:13.\n\nII. The restated certificate of formation shall state the name of the limited liability company and the text of the restated certificate of formation together with a statement whether the restatement contains new amendments of the certificate of formation.\n\nIII. Upon the filing of a restated certificate of formation with the secretary of state, or upon the future effective date or time of a restated certificate of formation as provided in the certificate, the initial certificate of formation, as amended or supplemented, shall be superseded. The restated certificate of formation, including any further amendment or\n\nchanges made thereby, shall be the certificate of formation of the limited liability company, but the original effective date of formation shall remain unchanged.\n\nMerger\n\n304-C:18 Merger.\n\nI. Unless otherwise provided in writing in a limited liability company agreement, and subject to any law applicable to business entities other than limited liability companies, one or more limited liability companies may merge with or into one or more other business entities, with the limited liability company or other business entity as the merger agreement shall provide being the surviving limited liability company or other business entity.\n\nII. Rights or securities of or interests in a business entity that is a party to the merger may be exchanged for or converted into cash, property, obligations, rights or securities of or interests in the surviving business entity or of any other business entity.\n\nIII. As used in this subdivision, \"business entity\" or \"business entities\" shall mean domestic and foreign limited liability companies, corporations, general partnerships and limited partnerships that are authorized by applicable statute to merge with a limited liability company.\n\n304-C:19 Approval of Merger.\n\nI. Unless otherwise provided in a limited liability company agreement, a limited liability company that is a party to a proposed merger shall approve the merger agreement by the consent of more than 1/2 by number of the members.\n\nII. Each corporation, general partnership, limited partnership and foreign limited liability company that is a party to a proposed merger to be made pursuant to RSA 304-C:18 shall approve the merger in the manner and by the vote required by the laws applicable to such business entity.\n\nIII. Each business entity that is a party to the merger shall have such rights to abandon the merger as are provided for in the merger agreement or in the laws applicable to the business entity.\n\n304-C:20 Agreement of Merger.\n\nI. Each business entity that is a party to the merger shall enter into a written agreement of merger, which shall be approved in accordance with RSA 304-C:19.\n\nII. The agreement of merger shall set forth:\n\n(a) The name of each business entity that is a party to the merger and the name of the surviving business entity into which each other business entity merges;\n\n(b) The terms and conditions of the merger;\n\n(c) The manner and basis of converting the interests in each limited liability company and the shares of stock or other interests in each corporation, general partnership or limited partnership that is a party to the merger into interests, shares, or other securities or obligations, as the case may be, of the surviving business entity, or of any other business entity, or, in whole or in part, into cash or other property;\n\n(d) Such amendments to the certificate of formation of a limited liability company, or articles of incorporation of a corporation, or\n\ncertificate of limited partnership of a limited partnership or the partnership agreement of a general partnership or a limited partnership, as the case may be, of the surviving business entity that are to be effected by the merger, or that no such changes are to be effected; and\n\n(e) Such other provisions relating to the merger as are deemed necessary or desirable.\n\nIII. An agreement of merger approved in accordance with RSA 304-C:19 may effect any amendment to a limited liability company agreement for a limited liability company if it is the surviving limited liability company in the merger. An approved agreement of merger may also provide that the limited liability company agreement of any constituent limited liability company to the merger (including a limited liability company formed for the purpose of consummating a merger) shall be the limited liability company agreement of the surviving limited liability company. Any amendment to a limited liability company agreement or adoption of a new limited liability company agreement made pursuant to this paragraph shall be effective at the effective time or date of the merger. The provisions of this paragraph shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in a limited liability company agreement or other agreement or as otherwise permitted by law.\n\n304-C:21 Certificate of Merger.\n\nI. The business entity surviving from the merger shall deliver to the secretary of state a certificate of merger executed by each constituent entity setting forth:\n\n(a) The name and jurisdiction of formation or organization of each business entity which is to merge;\n\n(b) That an agreement of merger has been approved and executed by each business entity which is a party to the merger;\n\n(c) The name of the surviving business entity;\n\n(d) To the extent permitted by RSA 304-C:11 the future effective date and time of the merger (which shall be a date or time certain) if it is not to be effective at the close of business on the date of filing of the certificate of merger;\n\n(e) That the agreement of merger is on file at a place of business of the surviving business entity, and the address of that place of business;\n\n(f) That a copy of the agreement of merger will be furnished by the surviving business entity, on request and without cost, to any person holding an interest in any business entity which is to merge; and\n\n(g) If the surviving entity is not a business entity organized under the laws of this state, a statement that such surviving business entity:\n\n(1) Agrees that it may be served with process in this state in any proceeding for enforcement of any obligation of any business entity party to the merger that was organized under the laws of this state, as well as for enforcement of any obligation of the surviving business entity arising from the merger; and\n\n(2) Appoints the secretary of state as its agent for service of process in any such proceeding, and the surviving business entity shall\n\nspecify the address to which a copy of the process shall be mailed to it by the secretary of state.\n\nII. A merger takes effect upon the later of the effective date of the filing of the certificate of merger or the date set forth in the certificate of merger.\n\nIII. The certificate of merger shall be executed by a limited liability company that is a party to the merger in the manner provided for in RSA 304-C:2 and shall be filed with the secretary of state in the manner provided for in RSA 304-C:2.\n\nIV. A certificate of merger shall constitute a certificate of cancellation for a limited liability company which is not the surviving business entity in the merger.\n\n304-C:22 Effects of Merger. A merger has the following effects:\n\nI. The business entities that are parties to the merger agreement shall be a single entity, which shall be the entity designated in the plan of merger as the surviving entity;\n\nII. Each party to the merger agreement, except the surviving entity, shall cease to exist;\n\nIII. The surviving entity shall thereupon and thereafter possess all the rights, privileges, immunities, and powers of each constituent entity and shall be subject to all the restrictions, disabilities, and duties of each of such constituent entities to the extent such rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties are applicable to the type of business entity that is the surviving entity;\n\nIV. All property, real, personal and mixed, and all debts due on\n\nwhatever account, including promises to make capital contributions and subscriptions for shares, and all other choses in action, and all and every other interest of or belonging to or due to each of the constituent entities shall be vested in the surviving entity without further act or deed;\n\nV. The title to all real estate and any interest therein, vested in any such constituent entity shall not revert or be in any way impaired by reason of such merger;\n\nVI. The surviving entity shall thenceforth be liable for all liabilities and obligations of each of the constituent entities so merged, and any claim existing or action or proceeding pending by or against any such constituent entity may be prosecuted as if such merger had not taken place, or the surviving entity may be substituted in the action;\n\nVII. Neither the rights of creditors nor any liens on the property of any constituent entity shall be impaired by the merger; and\n\nVIII. The interests in a limited liability company or shares or other interests in a corporation, general partnership or limited partnership that are to be converted or exchanged into interests, shares or other securities, cash, obligations or other property under the terms of the merger agreement are so converted, and the former holders thereof are entitled only to the rights provided in the merger agreement or the rights otherwise provided by law.\n\nMembers and Managers\n\n304-C:23 Admission of Members.\n\nI. In connection with the formation of a limited liability company,\n\na person acquiring a limited liability company interest is admitted as a member of the limited liability company upon the later to occur of:\n\n(a) The formation of the limited liability company; or\n\n(b) The time provided in and upon compliance with the limited liability company agreement or, if the limited liability company agreement does not so provide, when the person's admission is reflected in the records of the limited liability company.\n\nII. After the formation of a limited liability company, a person acquiring a limited liability company interest is admitted as a member of the limited liability company:\n\n(a) In the case of a person acquiring a limited liability company interest directly from the limited liability company, at the time provided in and upon compliance with the limited liability company agreement or, if the limited liability company agreement does not so provide, upon the consent of all members and when the person's admission is reflected in the records of the limited liability company; or\n\n(b) In the case of an assignee of a limited liability company interest, as provided in RSA 304-C:46, at the time provided in and upon compliance with the limited liability company agreement or, if the limited liability company agreement does not so provide, when any such person's permitted admission is reflected in the records of the limited liability company.\n\nIII. A person may be admitted to a limited liability company as a member of the limited liability company and may receive a limited liability company interest in the limited liability company without making a\n\ncontribution or being obligated to make a contribution to the limited liability company.\n\n304-C:24 Classes, Meetings, and Voting of Members.\n\nI. A limited liability company agreement may provide for classes or groups of members having such relative rights, powers and duties as the limited liability company agreement may provide and may make provision for the future creation in the manner provided in the limited liability company agreement of additional classes or groups of members having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of members.\n\nII. A limited liability company agreement may provide for the taking of an action, including the amendment of the limited liability company agreement, without the vote or approval of any member or class or group of members, including an action to create under the provisions of the limited liability company agreement a class or group of limited liability company interests that was not previously outstanding.\n\nIII. A limited liability company agreement may grant to all or certain identified members or a specified class or group of the members the right to vote separately or with all or any class or group of the members or managers, on any matter. Voting by members may be on a per capita, number, financial interest, class, group or any other basis.\n\nIV. A limited liability company agreement that grants a right to vote may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any\n\nmembers, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.\n\nV. Unless otherwise provided in a limited liability company agreement or this chapter, and subject to paragraph VI, the affirmative vote, approval or consent of more than 1/2 by number of the members, if management of the limited liability company is vested in the members, shall be required to decide any matter connected with the business of the limited liability company.\n\nVI. Unless otherwise provided in a limited liability company agreement, the affirmative vote, approval or consent of all members shall be required to:\n\n(a) Amend a limited liability company agreement; or\n\n(b) Authorize a manager or member to do any act on behalf of the limited liability company that contravenes a limited liability company agreement, including any provision that expressly limits the purpose, business or affairs of the limited liability company or the conduct of such limited liability company.\n\nVII. Unless otherwise provided by law or in a limited liability company agreement or certificate of formation, no meeting is required for any decision or action of members or managers of a limited liability company.\n\nVIII. For a limited liability company in which management is vested in fewer than all the members, there shall be, no less than once each year,\n\na meeting of the members to consider the affairs of the limited liability company, and to take any action permitted to be taken by the members by law, the limited liability company agreement, or the certificate of formation.\n\n(a) The meeting may be held in person or wholly or partly by any substantially simultaneous means or telecommunications or by unanimous written waiver or consent of the members.\n\n(b) Members may participate in person or by proxy.\n\n(c) Unless otherwise provided in the limited liability company agreement or certificate of formation, any means of notice reasonably calculated to give the members an opportunity to participate shall be sufficient.\n\n(d) A quorum for the meeting shall be one more than 1/2 by number of all members unless a higher number is provided in the limited liability company agreement or certificate of formation.\n\n(e) In addition to any other business that may come before the meeting, the persons having management of the limited liability company shall report on the affairs of the company and shall either make available in writing the information listed in RSA 304-C:28, I(a)-(e) or be prepared to respond promptly in writing to demands for information pursuant to RSA 304-C:28.\n\n304-C:25 Liability to Third Parties. Except as otherwise provided by this chapter, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company;\n\nand no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company.\n\n304-C:26 Agency Power of Members and Managers.\n\nI. Except as provided in paragraph II, every member is an agent of the limited liability company for the purpose of its business or affairs, and the act of any member, including, but not limited to, the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business or affairs of the limited liability company, binds the limited liability company, unless the member so acting has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom the member is dealing has knowledge of the fact that the member has no such authority.\n\nII. If the limited liability company agreement provides that management of the limited liability company is vested in a manager or managers:\n\n(a) No member, solely by reason of being a member, is an agent of the limited liability company; and\n\n(b) Every manager is an agent of the limited liability company for the purpose of its business or affairs, and the act of any manager, including, but not limited to, the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business or affairs of the limited liability company binds the limited liability company, unless the manager so acting, in fact, has\n\nno authority to act for the limited liability company in the particular matter, and the person with whom the manager is dealing has knowledge of the fact that the manager has no such authority.\n\nIII. An act of a manager or a member which is not apparently for the carrying on in the usual way the business or affairs of the limited liability company does not bind the limited liability company unless authorized in accordance with the limited liability company agreement, at the time of the transaction or at any other time.\n\nIV. An act of a manager or member in contravention of a restriction on authority shall not bind the limited liability company to persons having knowledge of the restriction.\n\n304-C:27 Events of Dissociation.\n\nI. A person ceases to be a member of a limited liability company upon the occurrence of one or more of the following events:\n\n(a) The member withdraws by voluntary act from the limited liability company as provided in paragraph III.\n\n(b) The member ceases to be a member of the limited liability company as a result of assignment of the member's limited liability company interest.\n\n(c) The member is removed as a member, in accordance with a limited liability company agreement.\n\n(d) Unless otherwise provided in a limited liability company agreement or by the written consent of all members at the time, the member:\n\n(1) Makes an assignment for the benefit of creditors;\n\n(2) Files a voluntary petition in bankruptcy;\n\n(3) Is adjudicated a bankrupt or insolvent;\n\n(4) Files a petition or answer seeking for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;\n\n(5) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in any proceeding of this nature;\n\n(6) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member's properties;\n\n(7) If within 120 days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed; or\n\n(8) If within 120 days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the member or of all or any substantial part of his properties, the appointment is not vacated or stayed or if within 120 days after the expiration of any stay, the appointment is not vacated.\n\n(e) Unless otherwise provided in a limited liability company agreement or by the written consent of all members at the time, in the case of a member who is an individual:\n\n(1) The member's death; or\n\n(2) The entry of an order by a court of competent jurisdiction\n\nadjudicating the member incompetent to manage the member's person or estate.\n\n(f) Unless otherwise provided in a limited liability company agreement or by the written consent of all members at the time, in the case of a member who is a trust or is acting as a member by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee.\n\n(g) Unless otherwise provided in an agreement or by the written consent of all members at the time, in the case of a member that is a separate limited liability company, the dissolution and commencement of winding up of the separate limited liability company.\n\n(h) Unless otherwise provided in a limited liability company agreement or by the written consent of all members at the time, in the case of a member that is a corporation, the filing of a certificate of its dissolution or the equivalent for the corporation or the administrative or judicial dissolution of the corporation and the lapse of 90 days after notice to the corporation of such dissolution without reinstatement.\n\n(i) Unless otherwise provided in a limited liability company agreement or by the written consent of all members at the time, in the case of an estate, the distribution by the fiduciary of the estate's entire interest in the limited liability company.\n\nII. The members may provide in a limited liability company agreement for other events, the occurrence of which shall result in a person ceasing to be a member of the limited liability company.\n\nIII. Unless a limited liability company agreement provides that a member has no power to withdraw by voluntary act from a limited liability\n\ncompany, the member may do so at any time by giving 30 days' written notice to the other members, or such other notice as is provided for in writing in the limited liability company agreement. If the member has the power to withdraw but the withdrawal is a breach of the limited liability company agreement, or the withdrawal occurs as a result of otherwise wrongful conduct of the member, the limited liability company may recover from the withdrawing member damages for breach of the limited liability company agreement or as a result of the wrongful conduct, including the reasonable costs of obtaining replacement of any services the withdrawn member was obligated to perform and may offset the damages against the amount otherwise distributable to him, in addition to pursuing any remedies provided for in the limited liability company agreement or otherwise available under applicable law. Unless otherwise provided in the limited liability company agreement, in the case of a limited liability company for a definite term or particular undertaking, a withdrawal by a member before the expiration of that term, other than a withdrawal pursuant to RSA 304-C:41, II, is a breach of the limited liability company agreement.\n\n304-C:28 Access to and Confidentiality of Information; Records.\n\nI. Each member of a limited liability company has the right to obtain from the limited liability company from time to time upon reasonable demand for any purpose reasonably related to the member's interest as a member of the limited liability company:\n\n(a) True and full information regarding the status of the business and financial condition of the limited liability company as may be set forth in information required to be documented or filed by law;\n\n(b) Promptly after becoming available, a copy of the limited liability company's federal, state and local income tax returns for each year;\n\n(c) A current list of the name and last known business, residence or mailing address of each member and manager;\n\n(d) A copy of the limited liability company agreement and the certificate of formation and all amendments, together with executed copies of any written powers of attorney pursuant to which the limited liability company agreement and any certificate and all amendments have been executed;\n\n(e) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and which each member has agreed to contribute in the future, and the date on which each became a member; and\n\n(f) Other information regarding the affairs of the limited liability company as is just and reasonable.\n\nII. Each manager shall have the right to examine all of the information described in paragraph I for a purpose reasonably related to his position as a manager.\n\nIII. The manager of a limited liability company shall have the right to keep confidential from the members, for such period of time as the manager deems reasonable, any information which the manager reasonably believes to be in the nature of trade secrets or other information the disclosure of which the manager in good faith believes is not in the best interest of the limited liability company or could damage the limited liability company or its business or which the limited liability company is\n\nrequired by law or by agreement with a third party to keep confidential.\n\nIV. A limited liability company may maintain its records in other than a written form if such form is capable of conversion into written form within a reasonable time.\n\nV. Any demand by a member under this section shall be in writing and shall state the purpose of such demand.\n\nVI. Access to information and records provided by this section may be conditioned upon and provided subject to such reasonable standards as may be set forth in a limited liability company agreement or otherwise established by a manager or, if there is no manager, the members, as to:\n\n(a) The location of the documents;\n\n(b) The time and days of the week during which the information will be available;\n\n(c) If the records are not those maintained in the ordinary course of business, the expense of providing the information requested.\n\nVII. Any action to enforce any right arising under this section shall be brought in the superior court.\n\n304-C:29 Remedies for Breach of Limited Liability Company Agreement by Member. A limited liability company agreement may provide that:\n\nI. A member who fails to perform in accordance with, or to comply with the terms and conditions of, the limited liability company agreement shall be subject to specified penalties or consequences; and\n\nII. At the time or upon the occurrence of events specified in the limited liability company agreement, a member shall be subject to specified penalties or specified consequences.\n\n304-C:30 Admission of Managers. A person may be named or designated as a manager of the limited liability company as provided in RSA 304-C:1, IX.\n\n304-C:31 Management of Limited Liability Company.\n\nI. A limited liability company agreement may provide for the management, in whole or in part, of a limited liability company by a manager or managers, who shall be chosen by the members in the manner provided in the limited liability company agreement. A manager shall hold the offices and have the responsibilities accorded to him by the members and set forth in a limited liability company agreement. A manager shall cease to be a manager as provided in a limited liability company agreement.\n\nII. In the event there is no provision for managers set forth in the limited liability company agreement, then the management of the limited liability company shall be vested in a member.\n\nIII. A person who is both a manager and a member has the rights and powers and is subject to the restrictions and liabilities of a manager, and except as provided in a limited liability company agreement, also has the rights and powers, and is subject to the restrictions and liabilities, of a member to the extent of such person's participation in the limited liability company as a member.\n\nIV. A member or manager shall be liable, responsible, and accountable in damages or as otherwise provided by law to the limited liability company or to the members of the limited liability company for any action taken or failure to act on behalf of the limited liability company, if such act constitutes gross negligence or willful misconduct.\n\nV. Subject to the liability of a member or manager for acts of gross\n\nnegligence or willful misconduct provided for in paragraph IV, and unless otherwise provided in the limited liability company agreement:\n\n(a) A member or manager shall not be liable, responsible, or accountable in damages or as otherwise provided by law to the limited liability company or to the members of the limited liability company for any action taken or failure to act on behalf of the limited liability company;\n\n(b) Every member and manager must account to the limited liability company and hold as trustee for it any unfair or unreasonable profit or benefit derived by that person without the consent or ratification of more than 1/2 by number of the disinterested managers and members or other persons participating in the management of the business or affairs of the limited liability company, from:\n\n(1) Transactions connected with the conduct or winding up of the limited liability company;\n\n(2) Any use by the member or manager of the limited liability company's property, including, but not limited to, confidential or proprietary information of the limited liability company or other matters entrusted to the manager or member as a result of such status; or\n\n(3) Any contract, lease, or license between the limited liability company and the member or manager or any entity in which the member or manager has a substantial pecuniary interest; or\n\n(c) A member who is not a manager of a limited liability company in which management is vested in managers shall have no duties to the limited liability company or to the other members solely by reason of\n\nacting in the capacity of a member.\n\nVI. Subject to the liability of a member or manager for acts of gross negligence or willful misconduct provided for in RSA 304-C:31, IV, a limited liability company agreement may eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in paragraph V.\n\n304-C:32 Contributions by a Manager. A manager of a limited liability company may make contributions to the limited liability company and share in the profits and losses of, and in distributions from, the limited liability company as a member.\n\n304-C:33 Classes and Voting of Managers.\n\nI. A limited liability company agreement may provide for classes or groups of managers having such relative rights, powers and duties as the limited liability company agreement may provide, and may make provision for the future creation in the manner provided in the limited liability company agreement of additional classes or groups of managers having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of managers.\n\nII. A limited liability company agreement may provide for the taking of an action, including the amendment of the limited liability company agreement, without the vote or approval of any manager or class or group of managers, including an action to create under the provisions of the limited liability company agreement a class or group of limited liability company interests that was not previously outstanding.\n\nIII. A limited liability company agreement may grant to all or certain identified managers or a specified class or group of the managers the right to vote, separately or with all or any class or group of managers or members, on any matter. Voting by managers may be on a per capita, number, financial interest, class, group or any other basis.\n\nIV. A limited liability company agreement that grants to managers a right to vote may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any manager or class or group of managers, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.\n\nV. Unless otherwise provided in a limited liability company agreement or this chapter, the affirmative vote, approval or consent of more than 1/2 by number of the managers, if the management of the limited liability company is vested in managers, shall be required to decide any matter connected with the business of the limited liability company.\n\n304-C:34 Remedies for Breach of Limited Liability Company Agreement by Manager. A limited liability company agreement may provide that:\n\nI. A manager who fails to perform in accordance with, or to comply with the terms and conditions of, the limited liability company agreement shall be subject to specified penalties or specified consequences; and\n\nII. At the time or upon the occurrence of events specified in the limited liability company agreement, a manager shall be subject to specified penalties or consequences.\n\n304-C:35 Reliance on Reports and Information by Member or Manager. A member or manager of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon such information, opinions, reports or statements presented to the limited liability company by any of its other managers, members, officers, employees, or committees of the limited liability company, or by any other person, as to matters the member or manager reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the limited liability company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the limited liability company or any other facts pertinent to the existence and amount of assets from which distributions to members might properly be paid.\n\nFinance\n\n304-C:36 Form of Contribution.\n\nI. The contribution of a member to a limited liability company may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.\n\nII. At the time of admission of any member whose contribution is or will be in any form other than money, or who is admitted to membership without contribution, or when a present member makes an additional contribution in any form other than money, the persons having management of the limited liability company shall state in dollars a value for the contribution or that there was no contribution, and thereafter, in the absence of fraud, such determination is conclusive as to the value of the\n\ncontribution or the fact that there was no contribution.\n\n304-C:37 Liability for Contribution.\n\nI. A promise by a member to contribute to the limited liability company is not enforceable unless set forth in a writing signed by the member.\n\nII. Except as provided in a limited liability company agreement, a member is obligated to a limited liability company 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 member does not make the required contribution of property or services, he is obligated at the option of the limited liability company to contribute cash equal to that portion of the agreed value of the contribution that has not been made. Such option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company may have against such member under the limited liability company agreement or applicable law.\n\nIII. Unless otherwise provided in a limited liability company agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter shall be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit, or otherwise acts, in reliance on that obligation after the member signs a writing that reflects the obligation and before the compromise may enforce the original obligation.\n\nIV. A limited liability company agreement may provide that the\n\ninterest of any member who fails to make any contribution that he is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting member's proportionate interest in a limited liability company, subordinating his limited liability company interest to that of nondefaulting members, a forced sale of his limited liability company interest, forfeiture of his limited liability company interest, the lending by other members of the amount necessary to meet his commitment, a fixing of the value of his limited liability company interest by appraisal or by formula and redemption or sale of his limited liability company interest at such value, or other penalty or consequence.\n\n304-C:38 Allocation of Profits and Losses. The profits and losses of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in a limited liability company agreement. If the limited liability company agreement does not so provide, profits and losses shall be allocated on the basis of the value, as of the date of contribution, of the contributions made by each member to the extent they have been received by the limited liability company and have not been returned.\n\n304-C:39 Allocation of Distributions. Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in the limited liability company agreement. If the limited liability company agreement does not so provide, distributions shall be made on the basis of\n\nthe value, as of the date of contribution, of the contributions made by each member to the extent they have been received by the limited liability company and have not been returned.\n\nDistributions\n\n304-C:40 Interim Distributions. Except as provided in this subdivision, to the extent and at the times or upon the occurrence of the events specified in the limited liability company agreement, a member is entitled to receive from a limited liability company distributions before the member's dissociation from the limited liability company pursuant to RSA 304-C:27 and before the dissolution and winding up of the limited liability company.\n\n304-C:41 Distribution Upon Dissociation or Merger.\n\nI. Except as provided in this subdivision, any member, upon ceasing to be a member pursuant to RSA 304-C:27, is entitled to receive any distribution to which the member is entitled under a limited liability company agreement and, if not otherwise provided in a limited liability company agreement, the member is entitled to receive, within a reasonable time after dissociation, the fair value of the member's limited liability company interest as of the date of cessation of membership based upon the member's right to share in distributions from the limited liability company.\n\nII. A member who files a written dissent to a merger of a limited liability company that is a party to a merger shall be entitled to withdraw from the limited liability company as of the effective date and time of the merger and receive, within a reasonable time after the merger becomes effective, the fair value of his limited liability company interest\n\nimmediately before the merger becomes effective, excluding any appreciation or depreciation in anticipation of the merger, unless exclusion would be inequitable.\n\nIII. If any amendment to the limited liability company agreement (a) altering or abolishing a right in respect of distribution, (b) altering or abolishing a right to voluntarily withdraw, or (c) altering or abolishing any right of a member to vote on any matter other than alteration by dilution through the admission of other members or acceptance of contributions is adopted over the written dissent of that member, and that member is not then permitted to withdraw by voluntary act without breach or penalty, then such member shall be entitled to withdraw from the limited liability company as of the effective date and time of the amendment and receive, within a reasonable time after the amendment becomes effective, the fair value of his limited liability company interest immediately before the amendment becomes effective, excluding any appreciation or depreciation in anticipation of the amendment, unless exclusion would be inequitable.\n\nIV. A member entitled to dissent and obtain payment for his interest under paragraph II or III shall not challenge the merger or amendment unless the merger or amendment is unlawful or fraudulent with respect to the member or the limited liability company.\n\n304-C:42 Distribution in Kind. Except as provided in a limited liability company agreement, a member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash. Except as\n\nprovided in a limited liability company agreement, a member may not be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed to the member exceeds a percentage of that asset which is equal to the percentage in which the member shares in distributions from the limited liability company.\n\n304-C:43 Right to Distribution. Subject to RSA 304-C:44 and RSA 304-C:58, and unless otherwise provided in a limited liability company agreement, at the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of a limited liability company with respect to the distribution. A limited liability company agreement may provide for the establishment of a record date with respect to allocations and distributions by a limited liability company.\n\n304-C:44 Limitations on Distribution.\n\nI. A limited liability company shall not make a distribution to a member to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities to members on account of their limited liability company interests and liabilities for which the recourse of creditors is limited to specified property of the limited liability company, exceed the fair value of the assets of the limited liability company, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited liability company only to the extent that the\n\nfair value of that property exceeds that liability.\n\nII. A member who receives a distribution in violation of paragraph I, and who knew at the time of the distribution that the distribution violated paragraph I, shall be liable to a limited liability company for the amount of the distribution. A member who receives a distribution in violation of paragraph I, and who did not know at the time of the distribution that the distribution violated paragraph I, shall not be liable for the amount of the distribution.\n\nAssignment of Limited Liability Company Interests\n\n304-C:45 Nature of Limited Liability Company Interest. A limited liability company interest is personal property. A member has no interest in limited liability company property.\n\n304-C:46 Assignment of Limited Liability Company Interest.\n\nI. A limited liability company interest is assignable in whole or in part, except as provided in a limited liability company agreement. Except as otherwise provided in paragraphs I and II, the assignee of a member's limited liability company interest shall not be entitled to participate in the management and affairs of a limited liability company, or to exercise any rights or powers of a member. However, an assignee of a member's limited liability company interest may exercise the rights and powers of a member either:\n\n(a) Upon the approval of all of the members of the limited liability company other than the member assigning the limited liability company interest; or\n\n(b) To the extent provided in the limited liability company\n\nagreement, and upon compliance with any procedure provided for in the limited liability company agreement.\n\nII. Unless otherwise provided in a limited liability company agreement:\n\n(a) An assignment entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and\n\n(b) A member ceases to be a member and to have the power to exercise any rights or powers of a member upon assignment of all of his limited liability company interest. Unless otherwise provided in a limited liability company agreement, the pledge of, or granting of a security interest, lien or other encumbrance in or against, any or all of the limited liability company interest of a member shall not cause the member to cease to be a member or to cease to have the power to exercise any rights or powers of a member.\n\nIII. A limited liability company agreement may provide that a member's interest in a limited liability company may be evidenced by a certificate of limited liability company interest issued by the limited liability company.\n\nIV. Unless otherwise provided in a limited liability company agreement and except to the extent assumed by agreement, until an assignee of a limited liability company interest becomes a member, the assignee shall have no liability as a member solely as a result of the assignment.\n\n304-C:47 Rights of Judgment Creditor. On application to a court of\n\ncompetent jurisdiction by any judgment creditor of a member, the court may charge the limited liability company interest of the member 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 limited liability company interest. This chapter does not deprive any member of the benefit of any exemption laws applicable to the member's limited liability company interest.\n\n304-C:48 Right of Assignee to Become Member.\n\nI. An assignee of a limited liability company interest may become a member either:\n\n(a) Upon the approval of all of the members of the limited liability company other than the member assigning the limited liability company interest; or\n\n(b) To the extent provided in the limited liability company agreement, and upon compliance with any procedure provided for in the limited liability company agreement.\n\nII. An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under a limited liability company agreement and this chapter. Notwithstanding the foregoing, unless otherwise provided in a limited liability company agreement:\n\n(a) An assignee who becomes a member is liable for the obligations of his assignor to make contributions as provided in RSA 304-C:37; and\n\n(b) An assignee who becomes a member shall not be liable for the\n\nobligations of the assignor under RSA 304-C:40-44, or for the assignor's liabilities to the limited liability company or others for the breach of duty to it or them. However, the assignee is not obligated for liabilities, including the obligations of the assignor to make contributions as provided in RSA 304-C:37, unknown to the assignee at the time the assignee became a member and which could not be ascertained from a limited liability company agreement.\n\nIII. Whether or not an assignee of a limited liability company interest becomes a member, and except to the extent otherwise provided in the limited liability company agreement, the assignor is not released from the liabilities and obligations referred to in paragraph II.\n\n304-C:49 Powers of Estate of Deceased or Incompetent Member. If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage such member's person or property, the member's executor, administrator, guardian, conservator or other legal representative may exercise all of the member's rights for the purpose of settling the member's estate or administering the member's property, including any power under a limited liability company agreement of an assignee to become a member. If a member is a corporation, trust or other entity and is dissolved or terminated, the powers of that member may be exercised by its legal representative or successor.\n\nDissolution\n\n304-C:50 Dissolution. A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following:\n\nI. The time specified in a limited liability company agreement, or\n\n30 years from the date of the formation of the limited liability company if no such time is set forth in the limited liability company agreement;\n\nII. The occurrence of events specified in a limited liability company agreement;\n\nIII. The written consent of all members;\n\nIV. An event of dissociation of a member, as provided in RSA 304-C:27, unless:\n\n(a) The business of the limited liability company is continued by the consent of all the remaining members on or before the ninetieth day following the occurrence of any such event; or\n\n(b) Otherwise provided in the limited liability company agreement;\n\nV. At any time there are fewer than 2 members; or\n\nVI. The entry of a decree of judicial dissolution under RSA 304-C:51.\n\n304-C:51 Judicial Dissolution. On application by or for a member or manager the superior court may decree dissolution of a limited liability company upon the occurrence of one or more of the following:\n\nI. Procuring the certificate of formation through fraud;\n\nII. Exceeding or abusing the authority conferred upon the limited liability company by law;\n\nIII. Committing a violation of any provision of law whereby the limited liability company has forfeited its certificate of formation;\n\nIV. Carrying on, conducting, or transacting its business in a persistently fraudulent or illegal manner;\n\nV. Abuse of its power contrary to the public policy of the state;\n\nVI. A deadlock in the management of a limited liability company, the\n\nmembers are unable to break the deadlock, and because of the deadlock either irreparable injury to the limited liability company is threatened or being suffered or its business and affairs can no longer be conducted to its advantage; or\n\nVII. An event specified as a ground for judicial dissolution in the limited liability company agreement.\n\nThe attorney general may apply to the superior court for a decree of dissolution of a limited liability company upon the occurrence of one or more of the grounds stated in RSA 304-C:51, I through V.\n\n304-C:52 Grounds for Administrative Dissolution. The secretary of state may administratively dissolve a limited liability company under RSA 304-C:53 if:\n\nI. The limited liability company for 2 consecutive years does not pay within 60 days after they are due any annual report fees or penalties imposed by this chapter or other law;\n\nII. The limited liability company for 2 consecutive years does not deliver its annual report to the secretary of state within 60 days after it is due;\n\nIII. The limited liability company is without a registered agent or registered office in this state for 60 days or more;\n\nIV. The limited liability company does not notify the secretary of state within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or\n\nV. The limited liability company's period of duration stated in its\n\ncertificate of formation expires.\n\n304-C:53 Procedure for and Effect of Administrative Dissolution.\n\nI. If the secretary of state determines that one or more grounds exist under RSA 304-C:52 for dissolving a limited liability company, he shall administratively dissolve the limited liability company by signing and mailing a notice of dissolution to the limited liability company at its principal address that recites the grounds for dissolution and effective date, together with an application for reinstatement, and shall at the same time give notice to the department of revenue administration.\n\nII. A limited liability company administratively dissolved continues its existence, but may not carry on any business except that necessary to wind up and liquidate its business and affairs under RSA 304-C:56.\n\nIII. The administrative dissolution of a limited liability company shall not terminate the authority of its registered agent.\n\nIV. The secretary of state shall not permit any other individual, corporation, limited liability company or other business entity to assume the same name or a deceptively similar name, of a limited liability company administratively dissolved under this section, or any trade name registered by such limited liability company pursuant to RSA 349, for a period of 120 days following the notice of administrative dissolution without the written consent of such limited liability company.\n\n304-C:54 Reinstatement Following Administrative Dissolution.\n\nI. A limited liability company administratively dissolved under RSA 304-C:53 may apply to the secretary of state for reinstatement within 3 years after the effective date of dissolution. The application shall:\n\n(a) Recite the name of the limited liability company and the effective date of its administrative dissolution;\n\n(b) State that the ground or grounds for dissolution either did not exist or have been eliminated;\n\n(c) State that the limited liability company's name or proposed name satisfies the requirements of RSA 304-C:3; and\n\n(d) Contain a certificate from the New Hampshire department of revenue administration in accordance with RSA 77-A:18, III, if such application is received by the secretary of state more than 120 days after the notice of administrative dissolution is mailed.\n\nII. If the secretary of state determines that the application contains the information required by subparagraph I(a), that the information is correct, and that the limited liability company name is available for registration, the secretary shall cancel the notice of dissolution and prepare a notice of reinstatement that recites the secretary's determination and the effective date of reinstatement and mail the notice to the limited liability company. If the application for reinstatement included a change of name of the limited liability company, the notice shall set forth the change of name of the limited liability company. The notice shall constitute an amendment to the certificate of formation.\n\nIII. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the limited liability company resumes carrying on its business as if the administrative dissolution had never occurred.\n\n304-C:55 Appeal from Denial of Reinstatement.\n\nI. If the secretary of state denies a limited liability company's application for reinstatement following administrative dissolution, the secretary shall mail the limited liability company a written notice that explains the reason or reasons for denial.\n\nII. The limited liability company may appeal the denial of reinstatement to the superior court within 30 days after service of the notice of denial is perfected. The limited liability company appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the limited liability company's application for reinstatement, and the secretary of state's notice of denial.\n\nIII. The court may summarily order the secretary of state to reinstate the dissolved limited liability company or may take other action the court considers appropriate.\n\nIV. The court's final decision may be appealed as in other civil proceedings.\n\n304-C:56 Winding Up. Unless otherwise provided in a limited liability company agreement:\n\nI. The business or affairs of the limited liability company may be wound up:\n\n(a) By the members or managers who have authority pursuant to RSA 304-C:31 to manage the limited liability company prior to dissolution; or\n\n(b) If one or more of such members or managers have engaged in wrongful conduct, or upon other cause shown, by the superior court on\n\napplication of any member or any member's legal representative or assignee in which case the superior court shall appoint a liquidating trustee.\n\nII. The persons winding up the business or affairs of the limited liability company, in the name of, and for and on behalf of, the limited liability company may:\n\n(a) Prosecute and defend suits;\n\n(b) Settle and close the business of the limited liability company;\n\n(c) Dispose of and transfer the property of the limited liability company;\n\n(d) Discharge the liabilities of the limited liability company; and\n\n(e) Distribute to the members any remaining assets of the limited liability company.\n\nAll without affecting the liability of members and managers and without imposing liability on a liquidating trustee.\n\n304-C:57 Agency Power of Managers or Members After Dissolution.\n\nI. Except as provided in paragraphs III, IV and V, after dissolution of the limited liability company, each of the members having authority to wind up the limited liability company's business and affairs can bind the limited liability company:\n\n(a) By any act appropriate for winding up the limited liability company's affairs or completing transactions unfinished at dissolution; and\n\n(b) By any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the\n\ntransaction does not have notice of the dissolution.\n\nII. The filing of the certificate of cancellation shall be presumed to constitute notice of dissolution for purposes of subparagraph I(b).\n\nIII. An act of a member which is not binding on the limited liability company pursuant to paragraph I is binding if it is otherwise authorized by the limited liability company.\n\nIV. An act of a member which would be binding under paragraph I or would be otherwise authorized but which is in contravention of a restriction on authority shall not bind the limited liability company to persons having knowledge of the restriction.\n\nV. If the certificate of formation vests management of the limited liability company in a manager or managers, a manager shall have the authority of a member provided for in paragraph I, and no member shall have such authority if the member is acting solely in the capacity of a member.\n\n304-C:58 Distribution of Assets.\n\nI. Prior to making any distributions of assets to any members and managers upon the winding up of a limited liability company, the limited liability company or any person or persons authorized to wind up the limited liability company's affairs shall first obtain a certificate of dissolution from the department of revenue administration in accordance with RSA 77-A:18.\n\nII. Upon the winding up of a limited liability company, the assets shall be distributed as follows:\n\n(a) Payment, or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, members who are\n\ncreditors in satisfaction of liabilities of the limited liability company;\n\n(b) Unless otherwise provided in a limited liability company agreement, to members and former members in satisfaction of liabilities for distributions under RSA 304-C:40 or RSA 304-C:41; and\n\n(c) Unless otherwise provided in a limited liability company agreement, to members first for the return of their contributions and second respecting their limited liability company interests, in the proportions in which the members share in distributions.\n\n304-C:59 Certificate of Cancellation. After the dissolution of the limited liability company pursuant to RSA 304-C:50, the limited liability company shall file a certificate of cancellation with the secretary of state which shall set forth:\n\nI. The name of the limited liability company;\n\nII. The reason for filing the certificate of cancellation;\n\nIII. The effective date (which shall be a date certain) of the certificate of cancellation if it is not to be effective upon the filing; and\n\nIV. Any other information the members or managers filing the certificate shall deem proper.\n\n304-C:60 Known Claims Against Dissolved Limited Liability Company.\n\nI. Upon dissolution, a limited liability company may dispose of the known claims against it by filing a certificate of cancellation pursuant to RSA 304-C:59 and following the procedures described in this section.\n\nII. The limited liability company shall notify its known claimants in writing of the dissolution at any time after the effective date of\n\ndissolution. The written notice must:\n\n(a) Describe information that must be included in a claim;\n\n(b) Provide a mailing address where a claim may be sent;\n\n(c) State the deadline, which may not be fewer than 120 days after the later of the date of the written notice or the filing of the certificate of cancellation pursuant to RSA 304-C:59 by which the limited liability company must receive the claim; and\n\n(d) State that the claim will be barred if not received by the deadline.\n\nIII. A claim against the limited liability company is barred:\n\n(a) If a claimant who was given written notice under paragraph II does not deliver the claim to the limited liability company by the deadline;\n\n(b) If a claimant whose claim was rejected by the limited liability company does not commence a proceeding to enforce the claim within 90 days after the date of the rejection notice.\n\nIV. For purposes of this section, \"claim\" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.\n\n304-C:61 Unknown Claims Against Dissolved Limited Liability Company.\n\nI. A limited liability company may publish notice of its dissolution pursuant to this section which requests that persons with claims against the limited liability company present them in accordance with the notice.\n\nII. The notice must:\n\n(a) Be published once in a newspaper of general circulation in the county where the limited liability company's principal office (or, if\n\nnone in this state, its registered office) is located;\n\n(b) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and\n\n(c) State that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced within 5 years after the later of the publication of the notice or the filing of the certificate of cancellation.\n\nIII. If the limited liability company publishes a newspaper notice in accordance with paragraph II and files a certificate of cancellation pursuant to RSA 304-C:59, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the limited liability company within 5 years after the later of the publication date of the newspaper notice or the filing of the certificate of cancellation:\n\n(a) A claimant who did not receive written notice under RSA 304-C:60;\n\n(b) A claimant whose claim was timely sent to the limited liability company but not acted on;\n\n(c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.\n\nIV. A claim may be enforced under this section:\n\n(a) Against the limited liability company, to the extent of its undistributed assets; or\n\n(b) If the assets have been distributed in liquidation, against a member of the limited liability company to the extent of the member's pro\n\nrata share of the claim or the assets of the limited liability company distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member.\n\nForeign Limited Liability Companies\n\n304-C:62 Law Governing.\n\nI.(a) The laws of the state, territory, possession, or other jurisdiction or country under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its members and managers.\n\n(b) A foreign limited liability company shall not be denied registration by reason of any difference between those laws and the laws of New Hampshire.\n\nII. A foreign limited liability company shall be subject to and have the benefit of RSA 304-C:7.\n\n304-C:63 Transactions not Constituting Doing Business.\n\nI. The following activities of a foreign limited liability company, among others, do not constitute doing business within the meaning of RSA 304-C:64:\n\n(a) Maintaining, defending, or settling any proceeding;\n\n(b) Holding meetings of its members or managers or carrying on any other activities concerning its internal affairs;\n\n(c) Maintaining bank accounts;\n\n(d) Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company's own securities\n\nor interests or maintaining trustees or depositories with respect to those securities or interests;\n\n(e) Selling through independent contractors;\n\n(f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;\n\n(g) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;\n\n(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;\n\n(i) Owning, without more, real or personal property;\n\n(j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature; or\n\n(k) Transacting business in interstate commerce.\n\nII. The foreign limited liability company shall not be considered to be doing business solely because it:\n\n(a) Owns a controlling interest in a corporation that is doing business;\n\n(b) Is a limited partner of a limited partnership that is doing business; or\n\n(c) Is a member or manager of a limited liability company or foreign limited liability company that is doing business.\n\nIII. This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service\n\nof process or taxation in this state or to regulation under any other law of this state, and nothing in this section shall be construed so as to preclude a determination that a foreign limited liability company is carrying on a business activity in this state within the meaning of RSA 77-A:1, XII.\n\n304-C:64 Registration Required; Application.\n\nI. Before doing business in New Hampshire, a foreign limited liability company shall register with the secretary of state. In order to register, a foreign limited liability company shall file with the secretary of state the certificate required by RSA 421-B:13, I-a and an application for registration as a foreign limited liability company, setting forth:\n\n(a) The name of the foreign limited liability company and, if different, the name under which it proposes to register and do business in New Hampshire;\n\n(b) The state, territory, possession or other jurisdiction or country where formed, the date of its formation and a certificate of existence (or document of similar import) duly authorized by the secretary of state or other official having custody of limited liability company records in the state or country under the law of which it was formed, issued not more than 60 days before the application is received by the secretary of state;\n\n(c) The nature of the business or purposes to be conducted or promoted in New Hampshire;\n\n(d) The address of the registered office and name and address of the registered agent for service of process required to be maintained under\n\nRSA 304-C:66, II; and\n\n(e) The name and address of any manager or member executing the application.\n\nII. A person shall not be deemed to be doing business in New Hampshire solely by reason of being a member or manager of a domestic limited liability company or a foreign limited liability company.\n\n304-C:65 Issuance of Registration.\n\nI. If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall:\n\n(a) Certify that the application has been filed by endorsing upon the original application the word \"filed,\" and the date of the filing. This endorsement is conclusive of the date of its filing in the absence of actual fraud.\n\n(b) File and index the endorsed application.\n\nII. The copy of the application, similarly endorsed, shall be returned to the person who filed the application or such person's representative.\n\n304-C:66 Name; Registered Office; Registered Agent.\n\nI. A foreign limited liability company may register with the secretary of state under its name, provided however:\n\n(a) The the name must be one that could be registered by a domestic limited liability company;\n\n(b) The the name under which a foreign limited liability company is registering must include the words \"limited liability company\" or the\n\nabbreviation \"L.L.C.\";\n\n(c) That a foreign limited liability company may use a fictitious name under which it may register and transact business in this state if its real name has been determined by the secretary of state to be unavailable;\n\n(d) That a foreign limited liability company may not register under any name which is the same or deceptively similar to the name of any domestic or foreign corporation, business trust, proprietorship, New Hampshire investment trust, voluntary association, trade name, limited liability company, foreign partnership, or limited partnership reserved, registered, qualified to do business, or organized under the laws of New Hampshire or the name of an agency or instrumentality of the United States or this state or a subdivision thereof, or any political party recognized under RSA 652:11 unless written consent is obtained from the authorized representative of such party; and\n\n(e) That a foreign limited liability company may register under any name that is the same as or deceptively similar to the name of any domestic or foreign corporation, limited partnership, proprietorship, New Hampshire investment trust, voluntary association, trade name, business trust or limited liability company reserved, registered, formed or organized under the laws of New Hampshire if:\n\n(1) The applicant files with the secretary of state the written consent of such other entity or holder of a reserved or registered name and one or more words are added to make the name applied for distinguishable from the other name; or\n\n(2) The applicant delivers to the secretary of state a\n\ncertified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.\n\nII. Each foreign limited liability company shall have and maintain in New Hampshire:\n\n(a) A registered office that may be the same as any of its places of business in New Hampshire.\n\n(b) A registered agent, which agent may be either an individual resident of New Hampshire whose business office is identical with the foreign limited liability company's registered office, or a domestic corporation, or a foreign corporation authorized to do business in New Hampshire having a business office identical with such registered office.\n\nIII. A foreign limited liability company registered to transact business in this state may change its registered office or registered agent, or both by delivering to the secretary of state for filing a statement of change that sets forth:\n\n(a) Its name;\n\n(b) The street address of its current registered office;\n\n(c) If the current registered office is to be changed, the street address of its new registered office;\n\n(d) The name and address of its current registered agent;\n\n(e) If the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent (either on the statement or attached to it) to the appointment; and\n\n(f) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.\n\nIV. If a registered agent changes the street address of his business office, he may change the street address of the registered office of any foreign limited liability company for which he is the registered agent by notifying the foreign limited liability company in writing of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement of change that complies with the requirements of paragraph III and recites that the foreign limited liability company has been notified of the change.\n\nV. The registered agent of a foreign limited liability company registered to do business in this state may resign from such position by signing and delivering to the secretary of state for filing a statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued.\n\nVI. The secretary of state shall mail a copy of the registered agent's statement of resignation to the foreign limited liability company at its principal office address shown in its most recent annual report.\n\nVII. The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed or on the appointment of a successor registered agent, whichever occurs first.\n\n304-C:67 Amendments to Application.\n\nI. A foreign limited liability company registered to transact\n\nbusiness in New Hampshire shall amend its application for registration if it changes:\n\n(a) Its name; or\n\n(b) Its state or country of formation.\n\nII. The filing provisions of RSA 304-C:2 shall apply to the amendment of a foreign limited liability company's application for registration.\n\n304-C:68 Cancellation of Registration.\n\nI. A foreign limited liability company registered to do business in this state may cancel its registration upon procuring from the secretary of state a certificate of cancellation. In order to procure such certificate, the foreign limited liability company shall deliver to the secretary of state an application for cancellation, which shall set forth:\n\n(a) The name of the foreign limited liability company and the state or other jurisdiction under the laws of which it is formed;\n\n(b) That the foreign limited liability company is not doing business in this state;\n\n(c) That the foreign limited liability company surrenders its certificate of registration to transact business in this state;\n\n(d) That the foreign limited liability company revokes the authority of its registered agent for service of process in this state and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the foreign limited liability company was authorized to do business in this state may thereafter be made on such foreign limited liability company by service\n\nthereof upon the secretary of state;\n\n(e) An address to which a person may mail a copy of any process against the foreign limited liability company; and\n\n(f) A statement for withdrawal from the department of revenue administration pursuant to RSA 77-A:18, II. II. The application for cancellation shall be in the form and manner designated by the secretary of state and shall be executed on behalf of the foreign limited liability company by a person with authority to do so under the laws of the state or other jurisdiction of its formation, or, if the foreign limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.\n\nIII. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign limited liability company with respect to causes of action arising out of the doing of business in this state.\n\n304-C:69 Doing Business Without Registration.\n\nI. A foreign limited liability company doing business in New Hampshire may not maintain any action, suit or proceeding in New Hampshire until it has registered in New Hampshire and has paid all fees for the period during which it did business in New Hampshire while unregistered.\n\nII. The failure of a foreign limited liability company to register in New Hampshire does not impair:\n\n(a) The validity of any contract or act of the foreign limited liability company.\n\n(b) The right of any other party to the contract to maintain any\n\naction, suit or proceeding on the contract.\n\n(c) Prevent the foreign limited liability company from defending any action, suit or proceeding in any court of New Hampshire.\n\nIII. A member or a manager of a foreign limited liability company is not liable for the obligations of the foreign limited liability company solely by reason of the limited liability company's having done business in New Hampshire without registration.\n\nIV. A foreign limited liability company which does business in this state without registration shall be liable to the state for the years or parts thereof during which it transacted business in this state without registration in an amount equal to all fees which would have been imposed by this chapter upon that foreign limited liability company had it duly registered, and all penalties imposed by this chapter. The attorney general may bring proceedings to recover all amounts due this state under the provisions of this section.\n\n304-C:70 Service of Process on Registered Foreign Limited Liability Companies.\n\nI. A foreign limited liability company's registered agent is the agent for service of process, notice, or demand required or permitted by law to be served on the foreign limited liability company.\n\nII. If a foreign limited liability company has no registered agent, or the agent cannot with reasonable diligence be served, the foreign limited liability company may be served by registered or certified mail, return receipt requested, addressed to the foreign limited liability company at its principal office. Service is perfected under this section\n\nat the earliest of:\n\n(a) The date the foreign limited liability company receives the mail;\n\n(b) The date shown on the return receipt, if signed on behalf of the foreign limited liability company; or\n\n(c) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.\n\nIII. This section does not prescribe the only means, or necessarily the required means, of serving a foreign limited liability company.\n\n304-C:71 Service of Process on Unregistered Foreign Limited Liability Companies.\n\nI. Any foreign limited liability company not registered under RSA 304-C:64, doing business in New Hampshire shall be deemed to have appointed and constituted the secretary of state of New Hampshire its agent for the acceptance of legal process in any civil action, suit or proceeding against it in any state or federal court in New Hampshire arising or growing out of any business done by it within New Hampshire. The doing of business in New Hampshire by such foreign limited liability company shall be a signification of the agreement of such foreign limited liability company that any such process when so served shall be of the same legal force and validity as if served upon an authorized manager or agent personally within New Hampshire.\n\nII. Whenever the words \"doing business,\" \"the doing of business\" or \"business done in this state,\" by any such foreign limited liability company are used in this section, they shall mean the course of practice of\n\ncarrying on any business activities in New Hampshire, including, without limiting the generality of the foregoing, the solicitation of business or orders in New Hampshire.\n\nIII. Service upon the secretary of state pursuant to paragraph I shall be made in accordance with the provisions of RSA 510:4, II.\n\n304-C:72 Grounds for Revocation. The secretary of state may commence a proceeding under RSA 304-C:73 to revoke the registration of a foreign limited liability company authorized to transact business in this state if:\n\nI. The foreign limited liability company does not deliver its annual report to the secretary of state within 60 days after it is due;\n\nII. The foreign limited liability company does not pay within 60 days after they are due any franchise taxes or penalties imposed by this chapter or other law;\n\nIII. The foreign limited liability company is without a registered agent or registered office in this state for 60 days or more;\n\nIV. A member, manager, or agent of the foreign limited liability company signed a document he knew was false in any material respect with intent that the document be delivered to the secretary of state for filing; or\n\nV. The secretary of state receives a duly authenticated certificate from the secretary of state or other official having the custody of limited liability company records in the state or country under whose law the foreign limited liability company is formed stating that it has been dissolved or disappeared as the result of a merger.\n\n304-C:73 Procedure for and Effect of Revocation.\n\nI. If the secretary of state determines that one or more grounds exist under RSA 304-C:72 for revocation of a registration, the secretary shall send written notice of the secretary's determination under RSA 304-C:72 to the foreign limited liability company and shall mail a copy of such notice at the same time to the department of revenue administration.\n\nII. If the foreign limited liability company does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within 60 days after written notice is sent, the secretary of state may revoke the foreign limited liability company's registration by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and send a copy to the foreign limited liability company.\n\nIII. The authority of a foreign limited liability to transact business in this state ceases on the date shown on the certificate revoking its registration.\n\nIV. The secretary of state's revocation of a foreign limited liability company's registration appoints the secretary of state the foreign limited liability company's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign limited liability company was authorized to transact business in this state. Service of process on the secretary of state under this paragraph is service on the foreign limited liability company. Upon receipt of process, the secretary of state shall mail a copy of the process\n\nto the secretary of the foreign limited liability company at its principal office shown in its most recent annual report or in any subsequent communication received from the limited liability company stating the current mailing address of its principal office, or, if none are on file, in its application for registration.\n\nV. Revocation of a foreign limited liability company's registration does not terminate the authority of the registered agent of the limited liability company.\n\n304-C:74 Appeal from Revocation.\n\nI. A foreign limited liability company may appeal the secretary of state's revocation of its registration to the superior court within 30 days after service of the certificate of revocation is perfected. The foreign limited liability company appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its registration and the secretary of state's certificate of revocation.\n\nII. The court may summarily order the secretary of state to reinstate the certificate of authority or may take any other action the court considers appropriate, except that nothing in this section shall be construed to preclude a determination that a foreign limited liability company is carrying on business activity within this state within the meaning of RSA 77-A:1, XII.\n\nIII. The court's final decision may be appealed as in other civil proceedings.\n\nActions and Derivative Actions\n\n304-C:75 Actions By and Against the Limited Liability Company. An\n\naction may be brought by or against a limited liability company in its own name.\n\n304-C:76 Right to Bring Action on Behalf of Limited Liability Company.\n\nI. 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:\n\n(a) All such plaintiff members are members at the time of bringing such action;\n\n(b) All such plaintiff members are members either:\n\n(1) At the time of the transaction of which the plaintiffs complain; or\n\n(2) The plaintiffs' status as members had devolved on the plaintiffs by operation of law or pursuant to the terms of a limited liability company agreement from persons who were members at the time of the transaction; and\n\n(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.\n\nII. Unless otherwise provided in a limited liability company agreement, an action on behalf of the limited liability company may be brought in the name of the limited liability company by:\n\n(a) One or more members of the limited liability company, whether or not a limited liability company agreement vests management of the\n\nlimited liability company in one or more managers, who are authorized to bring action by the vote of more than 1/2 by number of the members eligible to vote thereon; 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\n\n(b) One or more managers of the limited liability company, if the limited liability company agreement vests management of the limited liability company in one or more managers, who are authorized to do so by the vote required pursuant to RSA 304-C:24 of the members eligible to vote thereon, provided that in determining such required vote, the vote of any manager who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded.\n\nIII. If an action brought pursuant to paragraph I or II is successful, in whole or in part, as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from any recovery in any such action or from the limited liability company.\n\n304-C:77 Effect of Lack of Authority to Bring Action. The lack of authority of a member or manager to sue on behalf of the limited liability company may not be asserted as a defense to an action by the limited liability company or by the limited liability company as a basis for bringing a subsequent suit on the same cause of action.\n\nMiscellaneous\n\n304-C:78 Construction and Application of Chapter and Limited Liability Company Agreement.\n\nI. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.\n\nII. It is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.\n\nIII. To the extent that, at law or in equity, a member or manager has duties, including fiduciary duties, and liabilities relating to such duties to a limited liability company or to another member or manager:\n\n(a) Any such member or manager acting under a limited liability company agreement shall not be liable to the limited liability company or to any such other member or manager for the member's or manager's good faith reliance on the provisions of the limited liability company agreements.\n\n(b) Subject to RSA 304-C:31, IV, the member's or manager's duties and liabilities may be expanded or restricted by provisions in a limited liability company agreement.\n\n304-C:79 Cases not Provided for in This Chapter. In any case not provided for in this chapter, the rules of law and equity, including the law merchant, shall govern.\n\n304-C:80 Annual Report for Secretary of State.\n\nI. Each domestic limited liability company and each foreign limited liability company registered to do business in this state, except limited liability companies making returns to the insurance commissioner, shall deliver to the secretary of state for filing an annual report that sets forth:\n\n(a) The name of the limited liability company and the state or country under whose law it is incorporated;\n\n(b) The address of its registered office and the name of its registered agent at that office in this state;\n\n(c) The address of its principal office;\n\n(d) The names and business addresses of its managers or, if there are no managers, at least one member; and\n\n(e) A brief description of the nature of its business.\n\nII. Information in the annual report shall be current as of the date the annual report is executed on behalf of the corporation.\n\nIII. The first annual report shall be delivered to the secretary of state between January 1 and April 1 of the year following the calendar year in which a domestic limited liability was formed or a foreign limited liability company was registered to do business; provided, however, that a foreign limited liability company that has registered at any time between December 1 of the preceding year and April 1, or a domestic limited liability company that was formed during the same period, shall not be required to file an annual report during that year. Subsequent annual reports shall be delivered to the secretary of state between January 1 and April 1 of the following calendar years.\n\nIV. If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting domestic or foreign limited liability company in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the secretary of\n\nstate within 30 days after the effective date of notice, it is deemed to be timely filed.\n\n304-C:81 Fees.\n\nI. No document required to be filed under this chapter shall be effective until the applicable fee required by this section is paid. The following fees shall be paid to and collected by the secretary of state for deposit in the general fund of the state of New Hampshire:\n\n(a) Upon the receipt for filing of an application for reservation of name or a notice of transfer of reservation pursuant to RSA 304-C:4, a fee in the amount of $15.\n\n(b) Upon the receipt for filing of a statement under RSA 304-C:5, II, a fee in the amount of $15; upon the receipt for filing of a statement under RSA 304-C:5, IV, a fee in the amount of $15.\n\n(c) Upon the receipt for filing of a certificate of formation under RSA 304-C:12, a certificate of amendment under RSA 304-C:13, a certificate of merger under RSA 304-C:21 or a restated certificate of formation under RSA 304-C:17, a fee in the amount of $35, and upon the receipt for filing of a certificate of cancellation of a domestic limited liability company under RSA 304-C:59, a fee in the amount of $35.\n\n(d) Upon receipt for filing of an annual report under RSA 304-C:80, a fee in the amount of $100; for failure or refusal to file an annual report or pay the filing fee by April 15 of any year, an additional late filing fee in the amount of $50; and upon receipt for filing of an application for reinstatement pursuant to RSA 304-C:54, a fee of $75.\n\n(e) For certifying copies of any paper on file as provided for by this chapter, a fee in the amount of $1 per page and $5 for the certificate.\n\n(f) Upon the receipt for filing of an application for registration as a foreign limited liability company under RSA 304-C:64 or a certificate of cancellation under RSA 304-C:68, a fee in the amount of $200, and upon receipt for filing of an amendment to an application under RSA 304-C:67, a fee in the amount of $15.\n\n(g) Upon the receipt for filing of a statement under RSA 304-C:66, III, a fee in the amount of $15, upon the receipt for filing of a statement under RSA 304-C:66, IV, a fee in the amount of $15, and upon the receipt for filing of a statement under RSA 304-C:66, V, a fee in the amount of $2.50.\n\n(h) For issuing any certificate of the secretary of state, including but not limited to a certificate of good standing, other than a certification of a copy under subparagraph I(e), a fee in the amount of $5, except that for issuing any certificate of the secretary of state that recites all of a limited liability company's filings with the secretary of state, a fee of $10 shall be paid for each such certificate.\n\n(i) For receiving, filing or indexing any certificate, affidavit, agreement or any other paper provided for by this chapter, for which no different fee is specifically prescribed, a fee in the amount of $15.\n\nII. The secretary of state shall establish, and may from time to time amend, a schedule of specific fees payable pursuant to this section.\n\n304-C:82 Administration.\n\nI. The secretary of state shall collect all fees required under this\n\nchapter and shall pay them to the state treasurer to be deposited in the general fund as unrestricted revenue, except as provided in paragraph II.\n\nII. The state treasurer shall pay the expenses of administering this chapter out of any money in the treasury not otherwise appropriated until the fees collected pursuant to this chapter have been received by him. Thereafter, he shall pay the expenses of administering this chapter out of the fees collected under this chapter and shall reimburse the treasury for previous expenses paid by him. The governor is authorized to draw his warrant for the sums authorized by this section out of any money in the treasury not otherwise appropriated.\n\n304-C:83 Rulemaking. The secretary of state may adopt rules, under RSA 541-A, necessary to implement the provisions of this chapter.\n\n304-C:84 Severability. If any provision of this chapter or its application to any person or circumstances is held invalid, the invalidity does 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.\n\n304-C:85 Reserved Power of State of New Hampshire to Alter or Repeal Chapter. All provisions of this chapter may be altered from time to time or repealed, and all rights of members and managers are subject to this reservation.\n\nCHAPTER 304-D\n\nPROFESSIONAL LIMITED LIABILITY COMPANIES\n\n304-D:1 Definitions Relating to Professional Limited Liability Companies. In this chapter:\n\nI. \"Disqualified person\" means a natural person, corporation, partnership, fiduciary, trust, association, government agency, or other entity which for any reason is or becomes ineligible under this chapter to be a member of a professional limited liability company.\n\nII. \"Domestic professional limited liability company\" means a professional limited liability company as defined in RSA 304-D:1, V.\n\nIII. \"Foreign limited liability company\" means a limited liability company for profit organized for the purpose of rendering professional services under a law other than the laws of this state.\n\nIV. \"Licensing authority\" means the officer, board, agency, court or other authority in this state which has the power to license, register, certificate, or otherwise grant legal authorization to render a professional service.\n\nV. \"Professional limited liability company\" means a limited liability company for profit organized under this chapter.\n\nVI. \"Professional service\" means any service which may lawfully be rendered only by certified public accountants, public accountants, architects, attorneys, podiatrists, chiropractors, dentists, pharmacists, professional engineers, land surveyors, registered professional nurses, optometrists, physicians and surgeons, psychologists, and veterinarians licensed, registered, certified, or otherwise authorized under the provisions of RSA 309-A, 310-A, 311, 315, 316, 317-A, 318, 326-B, 327, 329, 330-A or 332-B.\n\nVII. \"Qualified person\" means a natural person, general partnership, professional corporation or professional limited liability company which is\n\neligible under this chapter to be a member of a professional limited liability company.\n\n304-D:2 Permissible Purposes of Professional Limited Liability Companies.\n\nI. Except as provided in RSA 304-D:2, II, professional limited liability companies may be organized under this chapter only for the purpose of rendering professional services, including necessary related services, within a single profession.\n\nII. A professional limited liability company may be formed for the purpose of rendering professional services within 2 or more professions and for any purpose or purposes of this state for which limited liability companies may be organized under the law of this state applicable to limited liability companies to the extent that the combination of professional purposes or of professional and business purposes is permitted by the licensing laws of this state applicable to such professions and by rules adopted under those laws.\n\n304-D:3 Prohibited Activities. A professional limited liability company shall not engage in any profession or business other than the profession or professions and businesses permitted by its certificate of formation, except that a professional limited liability company may invest its funds in real estate, mortgages, stocks, bonds or any other type of investment.\n\n304-D:4 General Powers. A professional limited liability company shall have the powers enumerated in the laws of this state applicable to limited liability companies, except that a professional limited liability company\n\nmay be a promoter, general partner, member, employee or manager only of a partnership, limited liability company, or corporation engaged only in rendering professional services or in carrying on business permitted by the certificate of formation of the professional limited liability company.\n\n304-D:5 Rendering Professional Services. A professional limited liability company, domestic or foreign, may render professional services in this state only through those persons permitted to render such services by the appropriate licensing authority. Nothing in this chapter shall be construed:\n\nI. To require that any person who is employed by a professional limited liability company must be licensed to perform services for which no license is otherwise required;\n\nII. To prohibit the rendering of professional services by a licensed natural person acting in an individual capacity. Any such person may also be a member, manager, employee or agent of a professional limited liability company, domestic or foreign; or\n\nIII. To prohibit the rendering of professional services by a person acting under the supervision or control of a licensed natural person.\n\n304-D:6 Name of Professional Limited Liability Company. The name of a domestic professional limited liability company or of a foreign professional limited liability company authorized to transact business in this state:\n\nI. Shall end with one of the following words or abbreviations: \"professional limited liability company\" or \"P.L.L.C.\";\n\nII. Shall not contain any word or phrase which indicates or implies\n\nthat it is organized for any purpose other than the purposes contained in its certificate of formation or application for registration;\n\nIII. Shall satisfy the requirements of RSA 304-C:3, except that a name shall not constitute a deceptively similar name if the similarity results from the use in the professional limited liability company's name of personal names of its members or former members or of natural persons who were associated with a predecessor entity;\n\nIV. Shall otherwise conform to any rule adopted by a licensing authority having jurisdiction of a professional service described in the certificate of the professional limited liability company.\n\n304-D:7 Members and Transfer of Interests; Certificates.\n\nI. No person may be a member of a professional limited liability company except:\n\n(a) Natural persons who are authorized by law in this state, any other state or territory of the United States or the District of Columbia, or any foreign country to render professional services permitted by the certificate of formation of the professional limited liability company;\n\n(b) Professional limited liability companies, domestic or foreign, in which all the members are qualified persons with respect to the professional limited liability company;\n\n(c) General partnerships in which all the partners are qualified persons with respect to the professional limited liability company; and\n\n(d) Professional corporations, domestic or foreign, authorized by law in this state to render professional services permitted by the certificate of incorporation of the professional corporation.\n\nII. Where deemed necessary by the licensing authority for any profession in order to prevent violations of the ethical standards of the profession, the licensing authority may by rule further restrict, condition, or abridge the requirements to be a member of professional limited liability companies. No such rule shall, of itself, have the effect of causing a member of a professional limited liability company at the time the rule becomes effective to become a disqualified person or of suspending the terms of any purchase, option or other agreement then in force providing for the purchase of a professional limited liability company interest by any person. Any membership that is in violation of this section or in violation of any rule adopted under this section shall be void.\n\nIII. A member of a professional limited liability company may transfer, assign or pledge the interest of that member in the professional limited liability company only to natural persons, professional limited liability companies, general partnerships and professional corporations qualified under this chapter to be members of a professional limited liability company. Any transfer, assignment or pledge of an interest in violation of this section shall be void; however, nothing contained in this section shall prohibit the transfer of an interest in a professional limited liability company by operation of law or court decree.\n\nIV. A member of a professional limited liability company becoming a disqualified person, unless such disqualification is for less than 5 months from the date of disqualification, shall constitute an event of dissociation for the purposes of RSA 304-C:27.\n\n304-D:8 Death or Disqualification of a Member. Unless otherwise provided in the limited liability company agreement, upon the death of a member of a professional limited liability company, or if a member of a professional limited liability company becomes a disqualified person, or if an interest in a professional limited liability company is transferred by operation of law or court decree to a disqualified person, the interest of the deceased member or of the disqualified person may be assigned to a qualified person.\n\n304-D:9 Liability of Members and Employees.\n\nI. Any reference to a professional limited liability company in this section shall include both domestic and foreign professional limited liability companies.\n\nII. Every individual who renders professional services as a member, manager, or employee of a professional limited liability company shall be liable for any negligent or wrongful act or omission in which he personally participates to the same extent as if he rendered the services as a sole practitioner. A member, manager, or employee of a professional limited liability company shall not be liable for the conduct of other members, managers, or employees unless he is at fault in appointing, supervising, or cooperating with them.\n\nIII. Every professional limited liability company whose members, managers, or employees perform professional services within the scope of their membership or employment or of their apparent authority to act for the professional limited liability company shall be liable to the same extent as its members, managers, and employees.\n\nIV. Except as otherwise provided by law, the personal liability of a member, manager, or employee of a professional limited liability company shall be no greater in any respect than that of a member, manager, or employee of a limited liability company organized under the laws of this state applicable to limited liability companies.\n\n304-D:10 Professional Relationships; Privileged Communications.\n\nI. The relationship between an individual performing professional services as a member, manager, or employee of a professional limited liability company, domestic or foreign, and a client or patient shall be the same as if the individual performed the services as a sole practitioner.\n\nII. The relationship between a professional limited liability company, domestic or foreign, performing professional services and the client or patient shall be the same as between the client or patient and the individual performing the services.\n\nIII. Any privilege applicable to communications between a person rendering professional services and the person receiving the services recognized under the laws of this state, whether statutory or derived from common law, shall not be affected by reason of formation under this chapter. The privilege shall extend to a professional limited liability company, domestic or foreign, and its members, managers, and employees in all cases in which it shall be applicable to communications between a natural person rendering professional services on behalf of the professional limited liability company and the person receiving the services.\n\n304-D:11 Voting. No proxy for the purpose of voting as a member or\n\nmanager in a professional limited liability company shall be valid unless it is given to a qualified person. A voting trust with respect to voting in a professional limited liability company shall not be valid unless all the trustees and beneficiaries of the voting trust are qualified persons, except that a voting trust may be validly continued for a period of 10 months after the death of a deceased beneficiary or for a period of 5 months after a beneficiary has become a disqualified person.\n\n304-D:12 Officers and Managers. Except as otherwise provided by the licensing laws of this state and rules adopted under these laws or by any licensing authority in this state, each manager of a professional limited liability company, if any, and all the officers, if any, other than the secretary or an assistant secretary and the treasurer or an assistant treasurer shall be qualified persons with respect to the professional limited liability company.\n\n304-D:13 Merger.\n\nI. A professional limited liability company may merge with another professional limited liability company, domestic, or foreign, only if every member of each professional limited liability company is qualified to be a member of the surviving professional limited liability company.\n\nII. Upon the merger of a professional limited liability company, if the surviving professional limited liability company is to render professional services in this state, it shall comply with this chapter.\n\n304-D:14 Termination of Professional Activities. If a professional limited liability company ceases to render professional services, it shall, within a reasonable period of time, either dissolve and liquidate or amend\n\nits certificate of formation to delete from its stated purposes the rendering of professional services and to conform to the requirements of the law of this state applicable to limited liability companies regarding its name. The professional limited liability company may then continue in existence as a limited liability company under the limited liability law of this state and shall no longer be subject to the provisions of this chapter.\n\n304-D:15 Involuntary Dissolution.\n\nI. A professional limited liability company may be dissolved involuntarily by a decree of the superior court in an action filed by the attorney general when it is established that the professional limited liability company has failed to comply with any provision of this chapter applicable to it within 60 days after receipt of written notice of noncompliance.\n\nII. Each licensing authority in this state and the secretary of state shall certify to the attorney general, from time to time, the names of all professional limited liability companies which have given cause for dissolution as provided in this chapter, together with the pertinent facts.\n\nIII. Whenever the secretary of state or any licensing authority certifies the name of a professional limited liability company to the attorney general as having given any cause for dissolution, the secretary of state or the licensing authority shall concurrently mail to the professional limited liability company at its registered office a notice that the certification has been made. Upon the receipt of the certification, the attorney general shall file an action in the name of the state against the professional limited liability company for its\n\ndissolution.\n\n304-D:16 Admission of Foreign Professional Limited Liability Companies.\n\nI. A foreign professional limited liability company shall be entitled to register to do business in this state only if:\n\n(a) The name of the foreign professional limited liability company meets the requirements of this chapter;\n\n(b) The foreign professional limited liability company is organized only for purposes for which a professional limited liability company organized under this chapter may be organized; and\n\n(c) All the members and managers who practice in this state are qualified persons with respect to the professional limited liability company.\n\nII. No foreign professional limited liability company shall be required to register to do business in this state unless it maintains an office in this state for the conduct of business or professional practice.\n\n304-D:17 Application for Certificate of Authority. Application for registration to do business in this state by a foreign professional limited liability company shall be to the secretary of state. The application for the purpose of rendering professional services shall include a statement that all the members and managers and those of its officers as are required by the laws of its state of formation and by RSA 304-D:12 are licensed in one or more states, territories of the United States or of the District of Columbia to render a professional service described in the statement of purpose of the professional limited liability company.\n\n304-D:18 Revocation of Certificate of Authority.\n\nI. The registration of a foreign professional limited liability company may be revoked by the secretary of state if the foreign professional limited liability company fails to comply with any provision of this chapter applicable to it.\n\nII. Each licensing authority in this state shall certify to the secretary of state, from time to time, the names of all foreign professional limited liability companies which have given cause for revocation as provided in this chapter, together with the pertinent facts.\n\nIII. When the secretary of state receives certification from a licensing authority that a foreign professional limited liability company has given cause for revocation of registration, the secretary of state shall notify the foreign professional limited liability company of the receipt of the certification. The secretary of state shall send a copy of the notice sent to the foreign professional limited liability company to the licensing authority. The licensing authority shall give the foreign professional limited liability company at least 60 days to correct the noncompliance which was the cause for revocation of registration. If the licensing authority notifies the secretary of state after the end of the 60-day period that the noncompliance has not been corrected, the secretary of state shall revoke the registration of the foreign professional limited liability company.\n\n304-D:19 Annual Report. The annual report of each domestic professional limited liability company and each foreign professional limited liability company registered to do business in this state filed with the secretary of state under the law in this state applicable to\n\nlimited liability companies shall include a statement that all members and managers are qualified persons with respect to the professional limited liability company.\n\n304-D:20 Effect of RSA 304-C on This Chapter. The provisions of RSA 304-C shall apply to professional limited liability companies, domestic and foreign, except to the extent that any such provision is inconsistent with any provision of this chapter.\n\n313:2 Adding Reference. Amend RSA 77:3, I(b) to read as follows:\n\n(b) Partnerships, limited liability companies, associations, and trusts, the beneficial interest in which is not represented by transferable shares, whose gross interest and dividend income from all sources exceeds $1,200 during the taxable year, but not including a qualified investment company as defined in RSA 77-A:1, XXI, or a trust comprising a part of an employee benefit plan, as defined in the Employee Retirement Income Security Act of 1974, section 3.\n\n313:3 New Section; Definition of Limited Liability Company. Amend RSA 77 by inserting after section 3 the following new section:\n\n77:3-a Limited Liability Company. For purposes of this chapter, \"limited liability company\" means a limited liability company formed under RSA 304-C or a foreign limited liability company as defined in RSA 304-C:1, IV.\n\n313:4 Adding References. Amend RSA 77:4, III to read as follows:\n\nIII. Dividends, other than stock dividends paid in new stock of the partnership, limited liability company, association, or trust issuing the same, on shares in partnerships, limited liability companies,\n\nassociations, or trusts the beneficial interest in which is represented by transferable shares.\n\n313:5 Adding References. Amend RSA 77:14 to read as follows:\n\n77:14 Partnerships and Limited Liability Companies. Partnerships and limited liability companies having a usual place of business in this state, any member of which is an inhabitant thereof, shall be subject to taxes imposed by this chapter. If any of the members of the partnership or limited liability company are not inhabitants of this state only so much of the income thereof as is proportionate to the aggregate interest of the partners or members who are inhabitants of this state in the profits of the partnership or limited liability company shall be taxed.\n\n313:6 References Added. Amend RSA 77:15 to read as follows:\n\n77:15 Partners and Members. The tax shall be assessed on such a partnership or limited liability company by the name under which it does business, and the partners or members shall not be taxed with respect to the taxable income derived by them from such a partnership or limited liability company.\n\n313:7 References Added. Amend RSA 77:16 to read as follows:\n\n77:16 Members of Partnership or Limited Liability Company Outside the State. An inhabitant of this state who is a member of a partnership or limited liability company having no usual place of business in this state, who receives income from such partnership or limited liability company derived from such a source that it would be taxable if received directly from such source by such partner or member, shall as to such income be subject to the taxes imposed by this chapter.\n\n313:8 References Added. Amend RSA 77:17 to read as follows:\n\n77:17 Application of Sections. RSA 77:14 to 16 shall apply, so far as apt, to associations and trusts, but not to partnerships, limited liability companies, associations, and trusts the beneficial interest in which is represented by transferable shares.\n\n313:9 Reference Added. Amend RSA 77-A:1, I to read as follows:\n\nI. \"Business organization\" means any enterprise, whether corporation, partnership, limited liability company, proprietorship, association, business trust, real estate trust or other form of organization; organized for gain or profit, carrying on any business activity within the state, except such enterprises as are expressly made exempt from income taxation under the United States Internal Revenue Code as defined in RSA 77-A:1, XX. Each enterprise under this definition shall be subject to taxation under RSA 77-A:2 as a separate entity, unless specifically authorized by this chapter to be treated otherwise, such as, but not limited to, combined reporting. The use of consolidated returns as defined in the United States Internal Revenue Code as defined in RSA 77-A:1, XX is not permitted. Notwithstanding any other provision of this paragraph, an enterprise shall not be characterized as a business organization and shall be excluded from taxation at the entity level if it is a qualified investment company as defined in RSA 77-A:1, XXI. A partnership, limited liability company, estate, trust, \"S\" corporation, real estate investment trust, or any other such entity, other than a qualified investment company as defined in RSA 77-A:1, XXI, whose net income is reportable by the true owners either directly or indirectly shall\n\nbe subject to tax at the entity level, and no part of such earnings or loss shall be included in the calculation of the gross business profits of the owners of such entity.\n\n313:10 New Paragraph; Definition of Limited Liability Company. Amend RSA 77-A:1 by inserting after paragraph XXIII the following new paragraph:\n\nXXIV. \"Limited liability company\" means a limited liability company formed under RSA 304-C or a foreign limited liability company as defined in RSA 304-C:1, IV. In the case of a limited liability company required to make and file a United States partnership return of income, the provisions of this chapter shall be applied as though the limited liability company were a partnership and its members were partners.\n\n313:11 Reference Added. Amend RSA 77-A:18 to read as follows:\n\n77-A:18 Certifications for Dissolution, Withdrawal and Good Standing.\n\nI.(a) No corporation and no limited liability company organized under any law of this state may transfer property to its shareholders pursuant to RSA 293-A:14.05(a) or to its members and managers pursuant to RSA 304-C:58 until all taxes [and], interest and penalties imposed upon the corporation or limited liability company under this chapter have been fully paid and a certificate of dissolution shall have been obtained from the commissioner of revenue administration that no returns, tax, interest, or penalties for taxes administered by the department are due and unpaid.\n\n(b) A corporation or limited liability company wishing to transfer property to its shareholders pursuant to RSA 293-A:14.05(a) or to its members or managers pursuant to RSA 304-C:58 shall submit a\n\nwritten request containing the complete corporate or limited liability company name and identification number and accompanied by a non-refundable fee of $30 to the commissioner of revenue administration. This fee shall be deposited into the general fund. If, after reviewing the corporation's or limited liability company's records, the commissioner determines that no returns, tax, interest, or penalties for taxes administered by the department are due and unpaid, the commissioner shall prepare a certificate in accordance with subparagraph (a).\n\nII. A business organization wishing to obtain a statement for withdrawal, in accordance with RSA 293-A:15.20(b)(6) or RSA 304-C:68, shall submit a written request containing the complete corporate or limited liability company name and identification number and accompanied by a non-refundable fee of $30 to the commissioner of revenue administration. This fee shall be deposited into the general fund. If, after reviewing the business organization's records, the commissioner determines that no returns, tax, interest or penalties for taxes administered by the department are due and unpaid, the commissioner shall prepare a statement for withdrawal for the purposes required under RSA 293-A:15.20(b)(6) or RSA 304-C:68.\n\nIII. A business organization wishing to obtain a statement that it is in good standing with the department of revenue administration shall submit a written request containing the complete corporate or limited liability company name and identification number and accompanied by a non-refundable fee of $30 to the commissioner of revenue administration. This fee shall be deposited into the general fund. If, after reviewing the\n\nbusiness organization's records, the commissioner determines that no returns, tax, interest or penalties for taxes administered by the department are due and unpaid, the commissioner shall prepare a statement of good standing.\n\n313:12 Adding Limited Liability Companies. Amend the introductory paragraph of RSA 421-B:13, I-a and I-a(a) to read as follows:\n\nI-a. Before the secretary of state may accept articles of incorporation for a new corporation under RSA 293-A, an application for a certificate of authority under RSA 293-A, a certificate of limited partnership for a new limited partnership under RSA 304-B, a certificate of formation for a new limited liability company or an application for regulation as a foreign limited liability company under RSA 304-C, or an application for registration of a foreign partnership under RSA 305-A, the following requirements shall be met:\n\n(a) Along with a $50 filing fee, a statement shall be filed with the secretary of state that the capital stock of the corporation or the interests of the limited partnership or limited liability company have been registered, or when offered will be registered, under this chapter or are exempted, or when offered will be exempted, under this chapter, or are or will be offered in a transaction exempted from registration under this chapter; and, in the case of a New Hampshire corporation [or], limited partnership, or limited liability company, that the articles of incorporation or certificate of limited partnership state whether the capital stock or interests in the limited partnership will be sold or offered for sale within the meaning of this chapter.\n\n313:13 Service of Process. Amend RSA 510:13 to read as follows:\n\n510:13 Associations. Service of writs or other process against unincorporated associations, joint stock companies, limited liability companies, syndicates, orders or any mutual association of persons, other than a partnership having not more than 4 members, within this state may, except when otherwise provided, be made upon any officer thereof, or, if it has no officer, then upon any 2 members thereof.\n\n313:14 Effective Date. This act shall take effect July 1, 1993.\n\nApproved: June 23, 1993\n\nEffective: July 1, 1993", "in_text": [], "chars": 151925}, "nver": 0, "namd": 0, "rsa": {"RSA 304-C:27": "/laws/304-c#s27", "RSA 304-C:12": "/laws/304-c#s12", "RSA 304-C:23": "/laws/304-c#s23", "RSA 652:11": "/laws/652#s11", "RSA 304-C:5": "/laws/304-c#s5", "RSA 304-C:6": "/laws/304-c#s6", "RSA 421-B:13": "/laws/421-b", "RSA 304-C:13": "/laws/304-c#s13", "RSA 304-C:18": "/laws/304-c#s18", "RSA 304-C:19": "/laws/304-c#s19", "RSA 304-C:11": "/laws/304-c#s11", "RSA 304-C:2": "/laws/304-c#s2", "RSA 304-C:46": "/laws/304-c#s46", "RSA 304-C:28": "/laws/304-c#s28", "RSA 304-C:41": "/laws/304-c#s41", "RSA 304-C:1": "/laws/304-c#s1", "RSA 304-C:31": "/laws/304-c#s31", "RSA 304-C:44": "/laws/304-c#s44", "RSA 304-C:58": "/laws/304-c#s58", "RSA 304-C:37": "/laws/304-c#s37", "RSA 304-C:40-44": "/laws/304-c", "RSA 304-C:51": "/laws/304-c#s51", "RSA 304-C:53": "/laws/304-c#s53", "RSA 304-C:52": "/laws/304-c#s52", "RSA 304-C:56": "/laws/304-c#s56", "RSA 349": "/laws/349", "RSA 304-C:3": "/laws/304-c#s3", "RSA 77-A:18": "/laws/77-a#s18", "RSA 304-C:40": "/laws/304-c#s40", "RSA 304-C:50": "/laws/304-c#s50", "RSA 304-C:59": "/laws/304-c#s59", "RSA 304-C:60": "/laws/304-c#s60", "RSA 304-C:7": "/laws/304-c#s7", "RSA 304-C:64": "/laws/304-c#s64", "RSA 77-A:1": "/laws/77-a#s1", "RSA 304-C:66": "/laws/304-c#s66", "RSA 510:4": "/laws/510#s4", "RSA 304-C:73": "/laws/304-c#s73", "RSA 304-C:72": "/laws/304-c#s72", "RSA 304-C:24": "/laws/304-c#s24", "RSA 304-C:4": "/laws/304-c#s4", "RSA 304-C:21": "/laws/304-c#s21", "RSA 304-C:17": "/laws/304-c#s17", "RSA 304-C:80": "/laws/304-c#s80", "RSA 304-C:54": "/laws/304-c#s54", "RSA 304-C:68": "/laws/304-c#s68", "RSA 304-C:67": "/laws/304-c#s67", "RSA 541-A": "/laws/541-a", "RSA 304-D:1": "/laws/304-d#s1", "RSA 309-A": "/laws/309-a", "RSA 304-D:2": "/laws/304-d#s2", "RSA 304-D:12": "/laws/304-d#s12", "RSA 304-C": "/laws/304-c", "RSA 77:3": "/laws/77", "RSA 77": "/laws/77", "RSA 77:4": "/laws/77", "RSA 77:14": "/laws/77", "RSA 77:15": "/laws/77", "RSA 77:16": "/laws/77", "RSA 77:17": "/laws/77", "RSA 77-A:2": "/laws/77-a#s2", "RSA 293-A:14.05": "/laws/293-a#s14.05", "RSA 293-A:15.20": "/laws/293-a#s15.20", "RSA 293-A": "/laws/293-a", "RSA 304-B": "/laws/304-b", "RSA 305-A": "/laws/305-a", "RSA 510:13": "/laws/510#s13"}, "amends": {"RSA 77:3": "/laws/77", "RSA 77": "/laws/77", "RSA 77:4": "/laws/77", "RSA 77:14": "/laws/77", "RSA 77:15": "/laws/77", "RSA 77:16": "/laws/77", "RSA 77:17": "/laws/77", "RSA 77-A:1": "/laws/77-a#s1", "RSA 77-A:18": "/laws/77-a#s18", "RSA 421-B:13": "/laws/421-b", "RSA 510:13": "/laws/510#s13"}, "changed": ["77-A:1", "77-A:18", "304-D:1", "304-D:2", "304-D:3", "304-D:4", "304-D:5", "304-D:6", "304-D:7", "304-D:8", "304-D:9", "304-D:10", "304-D:11", "304-D:12", "304-D:13", "304-D:14", "304-D:15", "304-D:16", "304-D:17", "304-D:18", "304-D:19", "304-D:20", "510:13"]}