{"id": "HB650", "year": 1997, "term": "1997-1998", "title": "relative to limited liability companies.", "narrative": "On January 29, 1997 the House adopted \u201cSuspend Rules for intro on legis signed off after 01/17/1997\u201d, on a motion by Rep. Wheeler & Burling. It was introduced on January 29, 1997 and referred to the House Commerce committee. The committee held a public hearing on February 25, 1997. The committee held work sessions on February 26, 1997, March 4, 1997 and March 10, 1997. The majority of the committee recommended that the House pass it with changes unanimously, 12\u20130, and the report was placed on the consent calendar. On March 18, 1997 the House voted to pass it with changes on a voice vote. It crossed to the Senate on March 27, 1997 and was referred to the Senate Economic Development committee. The committee held a public hearing on April 9, 1997. The committee voted unanimously, 6\u20130, to recommend that the Senate pass it. On April 24, 1997 the Senate voted to pass it on a voice vote. The bill was enrolled on May 15, 1997 \u2014 the final check of the text before it goes to the governor \u2014 and an enrolled bill amendment (0007) was adopted on a voice vote to correct technical errors found after passage. The bill was enrolled on May 29, 1997 \u2014 the final check of the text before it goes to the governor. The governor signed it on June 9, 1997, making it Chapter 120 of the session laws. It took effect on August 8, 1997.", "stages": [{"label": "On the House Floor", "hand": "H:floor", "text": "On January 29, 1997 the House adopted \u201cSuspend Rules for intro on legis signed off after 01/17/1997\u201d, on a motion by Rep. Wheeler & Burling.", "notes": []}, {"label": "House Committee (Commerce)", "hand": "H:committee", "text": "It was introduced on January 29, 1997 and referred to the House Commerce committee. The committee held a public hearing on February 25, 1997. The committee held work sessions on February 26, 1997, March 4, 1997 and March 10, 1997. The majority of the committee recommended that the House pass it with changes unanimously, 12\u20130, and the report was placed on the consent calendar.", "notes": ["Reports on the consent calendar are adopted together in one vote, without debate."]}, {"label": "On the House Floor", "hand": "H:floor", "text": "On March 18, 1997 the House voted to pass it with changes on a voice vote.", "notes": []}, {"label": "Senate Committee (Economic Development)", "hand": "S:committee", "text": "It crossed to the Senate on March 27, 1997 and was referred to the Senate Economic Development committee. The committee held a public hearing on April 9, 1997. The committee voted unanimously, 6\u20130, to recommend that the Senate pass it.", "notes": []}, {"label": "On the Senate Floor", "hand": "S:floor", "text": "On April 24, 1997 the Senate voted to pass it on a voice vote.", "notes": []}, {"label": "With the Governor", "hand": "G:governor", "text": "The bill was enrolled on May 15, 1997 \u2014 the final check of the text before it goes to the governor \u2014 and an enrolled bill amendment (0007) was adopted on a voice vote to correct technical errors found after passage. The bill was enrolled on May 29, 1997 \u2014 the final check of the text before it goes to the governor. The governor signed it on June 9, 1997, making it Chapter 120 of the session laws. It took effect on August 8, 1997.", "notes": []}], "notes": [], "vote_note": "", "events": [{"date": "1997-01-29", "text": "REPS WHEELER & BURLING SUSP RULES FOR INTRO ON LEGIS SIGNED OFF AFTER JAN 17, MA 2/3VV; HJ17,P275", "routine": false, "cite": "HJ 17"}, {"date": "1997-01-29", "text": "INTRODUCED AND REF TO COMMERCE; HJ17,P279", "routine": false, "cite": "HJ 17"}, {"date": "1997-02-06", "text": "COPY TO CHAIRMAN ON 02/06/97 DUE ON 03/12/97", "routine": false}, {"date": "1997-02-25", "text": "HEARING FEB25 01:15 RM302,LOB :COMMERCE", "routine": false}, {"date": "1997-02-26", "text": "SUBCOM WORK SESSION FEB26 11:00 RM302,LOB FOR: COMMERCE", "routine": false}, {"date": "1997-03-04", "text": "SUBCOM WORK SESSION MAR04 02:30 RM302,LOB FOR: COMMERCE", "routine": false}, {"date": "1997-03-10", "text": "SUBCOM WORK SESSION MAR10 08:30 RM302,LOB FOR: COMMERCE", "routine": false}, {"date": "1997-03-10", "text": "MAJ REPORT OTP/AM FOR MAR18 (VOTE 12-0;CC)", "routine": false}, {"date": "1997-03-10", "text": "PROP COMM AM<0687>; HC36,P938-958", "routine": false, "cite": "HC 36"}, {"date": "1997-03-18", "text": "COMM AM, AA VV; PASSED WITH AM VV; HJ40B,P1187-1207 + HJ40C,P1253", "routine": false, "cite": "HJ 40B"}, {"date": "1997-03-27", "text": "INTRODUCED AND REF TO ECON DEV; SJ10,P183", "routine": false, "cite": "SJ 10"}, {"date": "1997-04-09", "text": "HEARING APR09 03:00 RM103,LOB FOR: ECON DEV", "routine": false}, {"date": "1997-04-21", "text": "COMM REPORT OTP FOR APR24 (VOTE 6-0)", "routine": false}, {"date": "1997-04-24", "text": "PASSED VV; SJ13,P249 + 273", "routine": false, "cite": "SJ 13"}, {"date": "1997-05-15", "text": "ENROLLED AM<0007E>, AA VV; SJ18,P335-336", "routine": false, "cite": "SJ 18", "plain": "Enrolled: the final text checked before it goes to the Governor"}, {"date": "1997-05-20", "text": "ENROLLED AM<0007>, AA VV; HJ66,P1895", "routine": false, "cite": "HJ 66", "plain": "Enrolled: the final text checked before it goes to the Governor"}, {"date": "1997-05-28", "text": "ENROLLED; HJ70,P2036", "routine": false, "cite": "HJ 70", "plain": "Enrolled: the final text checked before it goes to the Governor"}, {"date": "1997-05-29", "text": "ENROLLED; SJ22,P492", "routine": false, "cite": "SJ 22", "plain": "Enrolled: the final text checked before it goes to the Governor"}, {"date": "1997-06-09", "text": "SIGNED BY GOVERNOR 06/09/97 EFF: 08/08/97* CHAP.0120", "routine": false}], "next_step": "Signed into law", "archived": {"docket": true, "sponsors": true, "reports": true, "votes": false, "video": false, "hearings": true, "committee": true}, "status_source": "General Court docket", "chapter": "120", "journey": {"steps": [{"date": "1997-03-18", "body": "H", "act": "passed", "mark": "p", "text": "Passed with an amendment on a voice vote"}, {"date": "1997-04-24", "body": "S", "act": "passed", "mark": "p", "text": "Passed on a voice vote"}, {"date": "1997-06-09", "body": "G", "act": "signed", "mark": "p", "text": "Signed"}, {"date": "", "body": "L", "act": "law", "text": "Chapter 120", "mark": "p"}], "rail": [{"stop": "Introduced", "mark": "p", "date": "1997-01-29", "say": "Introduced"}, {"stop": "House", "mark": "p", "date": "1997-03-18", "say": "Passed with an amendment on a voice vote"}, {"stop": "Senate", "mark": "p", "date": "1997-04-24", "say": "Passed on a voice vote"}, {"stop": "Governor", "mark": "p", "date": "1997-06-09", "say": "Signed"}, {"stop": "Law", "mark": "p", "date": "", "say": "Chapter 120"}]}, "text_url": "", "facts": {"gen_status": "SIGNED BY GOVERNOR", "house_status": "PASSED/ADOPTED WITH AMENDMENT", "senate_status": "PASSED/ADOPTED"}, "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, 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": "Gordon", "party": "", "chamber": "S", "county": "", "district": "2", "label": "Sen. Gordon (SD2)", "sequence": 1, "prime": false, "source": "bill text", "prime_inferred": true, "as_printed": "Sen. Gordon, Dist 2", "display_plain": "Sen. Gordon", "display": "Sen. Gordon", "display_full": "Sen. Gordon (SD2)", "district_label": "SD2", "sort": "gordon", "slug": ""}], "rollcalls": [{"date": "1997-03-18", "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": "1997-04-24", "body": "S", "question": "Ought to Pass", "mover": "", "yeas": null, "nays": null, "passed": true, "vote_kind": "VV", "vote_kind_label": "voice vote", "threshold_note": null, "tally": {}, "members": [], "amendment": null, "mk": "otp", "mf": {}}], "stations": [{"when": "1997-02-25", "time": "13:15", "what": "hearing", "committee": "", "body": "H", "venue": "RM302,LOB :COMMERCE", "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": "1997-02-26", "time": "11:00", "what": "subcommittee work session", "committee": "Commerce", "body": "H", "venue": "RM302,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": "1997-03-04", "time": "14:30", "what": "subcommittee work session", "committee": "Commerce", "body": "H", "venue": "RM302,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": "1997-03-10", "time": "08:30", "what": "subcommittee work session", "committee": "Commerce", "body": "H", "venue": "RM302,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": "1997-04-09", "time": "15:00", "what": "hearing", "committee": "Economic Development", "body": "S", "venue": "RM103,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": [{"bill": "HB650", "title": "relative to limited liability companies", "majority_recommendation": "OUGHT TO PASS WITH AMENDMENT", "minority_recommendation": null, "reports": [{"side": "Committee", "author": "Rep. David T. Mittelman", "committee": "Commerce", "vote_yeas": 12, "vote_nays": 0, "text": "This bill as amended significantly enhances the viability of Limited Liability Companies (LLCs) by taking advantage of recent federal tax rules and making key non-tax improvements. In particular, HB 650 as amended: 1) permits single member LLCs; 2) gives LLC members a right to demand member meetings, rather than requiring annual meetings; 3) clarifies rules for removing members; 4) eliminates certain types of events that can trigger LLC dissolution; 5) modifies the right of departing members to receive immediate payment for their LLC interests; and 6) allows for mergers among LLCs and other types of business entities. An LLC has become the business form of choice because it combines the positive attributes of corporations and partnerships. The changes made by HB 650 will further encourage business formations and promote economic development."}], "source": "House Calendar 35, 1997", "date": "1997-03-14", "dated": "printed", "cite": "HC 35", "cite_url": "https://gc.nh.gov/house/calendars_journals/viewer.aspx?fileName=calendars%5C1997%5CNo%2035%20March%2014%201997.pdf"}], "docket_reports": [{"date": "1997-04-21", "dated": "recorded", "body": "S", "committee": "Economic Development", "side": "", "recommendation": "OUGHT TO PASS", "vote_yeas": 6, "vote_nays": 0, "amendment": "", "new_title": false, "cite": "", "cite_url": ""}], "report_actions": [], "veto_message": null, "bill_note": null, "subject": "Miscellaneous", "subject_source": "granite record", "house_committee": "Commerce", "senate_committee": "Economic Development", "lsr": "1997-972", "docket_url": "https://gc.nh.gov/bill_status/legacy/bs2016/bill_docket.aspx?lsr=972&sy=1997&txtsessionyear=1997&txtbillnumber=hb650&sortoption=billnumber", "documents": [{"label": "Bill status page", "url": "https://gc.nh.gov/bill_status/legacy/bs2016/Bill_status.aspx?lsr=972&sy=1997&txtsessionyear=1997&txtbillnumber=hb650&sortoption=billnumber", "kind": "status"}, {"label": "Docket", "url": "https://gc.nh.gov/bill_status/legacy/bs2016/bill_docket.aspx?lsr=972&sy=1997&txtsessionyear=1997&txtbillnumber=hb650&sortoption=billnumber", "kind": "docket"}, {"label": "House Calendar 35, 1997, committee report", "url": "https://gc.nh.gov/house/calendars_journals/viewer.aspx?fileName=calendars%5C1997%5CNo%2035%20March%2014%201997.pdf", "kind": "report"}], "amendments": [{"num": "0007", "kind": "Enrolled Bill Amendment", "where": "enrolment", "date": "1997-05-20", "body": "H", "adopted": true, "vote_kind": "VV", "mover": "", "proposed_by": "", "text": "", "source": "", "targets": [], "supersedes": []}], "billtext": {"version": "Final version", "title": "", "analysis": "This bill:\n\nI. Allows limited liability companies to have one member.\n\nII. Provides for mergers and conversions among partnerships, limited partnerships, corporations, and limited liability companies.\n\nIII Makes other changes to the New Hampshire limited liability company laws to take advantage of recent changes in federal tax law and for other purposes.", "body": "18mar97.....0687h\n\n20may97....0007 EBA\n\nBe it Enacted by the Senate and House of Representatives in General Court convened:\n\n120: 1 Corporate Filings. Amend RSA 293-A:1.22(a)(4) to read as follows:\n\n(4) Articles or certificate of\n\nmerger or articles of share exchange $35\n\n120:2 New Sections; Mergers of Corporations With Limited Liability Companies and Limited Partnerships; Conversions. Amend RSA 293-A by inserting after section 11.07 the following new sections:\n\n293-A:11.08 Merger of Corporation and Other Entities.\n\n(a) As used in this section, \"other entity\" or \"other entities\" shall mean domestic or foreign limited liability companies and limited partnerships authorized by applicable statute to merge with a corporation.\n\n(b) Any one or more corporations may merge with one or more other entities. Such corporation or corporations and such one or more other entities may merge with or into a corporation, which may be any one of such corporations, or they may merge with or into an other entity, which may be any one of such other entities, pursuant to an agreement or plan of merger complying and approved in accordance with this section and otherwise in compliance with this section.\n\n(c) Each such corporation and other entity shall enter into a written agreement or plan of merger. The agreement shall state:\n\n(1) The terms and conditions of the merger;\n\n(2) The mode of carrying the same into effect;\n\n(3) The manner of converting the shares of stock of each such corporation and the limited liability company or partnership interests of each such other entity into shares, limited liability company or partnership interests, or other securities of the entity surviving such merger, and if any shares of any such corporation or any limited liability company or partnership interests of any such other entity are not to be converted solely into shares, limited liability company or partnership interests, or other securities of the entity surviving such merger, the cash, property, rights or securities of any other corporation or entity which the holders of such shares or limited liability company or partnership interests are to receive in exchange for, or upon conversion, of such shares or limited liability company or partnership interests and the surrender of any certificates evidencing such shares or interests, which cash, property, rights or securities of any other corporation or entity may be in addition to or in lieu of shares, limited liability company or partnership interests, or other securities of the entity surviving such merger; and\n\n(4) Such other details or provisions as are deemed desirable, including, without limiting the generality of the foregoing, a provision for the payment of cash in lieu of the issuance of fractional shares or interests of the surviving corporation or other entity. Any of the terms of the agreement or plan of merger may be made dependent upon facts ascertainable outside of such agreement or plan, provided that the manner in which such facts shall operate upon the terms of the agreement or plan is clearly and expressly set forth in the agreement or plan of merger.\n\n(d) The agreement or plan required by subsection (c) shall be adopted by the board of directors of each of the corporations and approved by the shareholders of each of the corporations to the extent required and in the same manner as is provided in RSA 293-A:11.03 and, in the case of the other entities, shall be approved in accordance with their limited liability company or partnership agreements and in accordance with the laws of the state under which they are formed, as the case may be.\n\n(e) After a plan or agreement of merger is adopted and approved in the manner required by subsection (d), the surviving corporation or other entity shall deliver to the secretary of state for filing a certificate of merger setting forth:\n\n(1) The name and jurisdiction of formation or organization of each business entity that is to merge;\n\n(2) That an agreement or plan of merger has been approved, adopted, and executed by each business entity that is a party to the merger;\n\n(3) The name of the surviving entity;\n\n(4) If a corporation is the surviving entity of the merger, the plan of merger;\n\n(5) If shareholder approval was not required, a statement to that effect;\n\n(6) If approval of the shareholders of one or more corporations party to the merger was required:\n\n(i) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and\n\n(ii) Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group;\n\n(7) In the case of a merger in which a corporation is the surviving entity, such amendments or changes in the articles of incorporation of the surviving corporation as are desired to be effected by the merger; and\n\n(8) If the surviving entity is not a corporation, that the executed agreement of merger is on file at the principal place of business of the surviving business entity and the address thereof and that a copy of the agreement of merger will be furnished by the surviving entity, on request and without cost, to any shareholder of any constituent corporation, any member of any constituent limited liability company, or any partner of a constituent limited partnership.\n\n(f) A merger takes effect upon the effective date of the certificate of merger.\n\n(g) Upon the merger taking effect, a surviving foreign corporation or other entity of a merger is deemed:\n\n(1) To appoint the secretary of state as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger; and\n\n(2) To agree that it will promptly pay to the dissenting shareholders of each corporation party to the merger the amount, if any, to which they are entitled under RSA 293-A:13.01 through 293-A:13.31.\n\n293-A:11.09 Approval of Conversion of a Corporation. A corporation may convert to a limited liability company organized under the laws of the state of New Hampshire upon the authorization of such conversion in accordance with this section and fulfillment of the requirements of RSA 304-C:17-a. The board of directors of the corporation shall adopt a plan of conversion and shall submit the plan of conversion for approval of the shareholders in the manner provided for shareholder approval of a plan of merger under RSA 293-A:11.03 for a merger requiring shareholder approval. After a plan of conversion is authorized and at any time before the certificate of conversion is filed, the planned conversion may be abandoned, subject to any contractual rights, without further shareholder action, in accordance with the procedures set forth in the plan of conversion, or if none is set forth, in the manner determined by the board of directors.\n\n120:3 Definitions; Dissenter's Rights. Amend RSA 293-A:13.01(1) to read as follows:\n\n(1) \"Corporation\" means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation or other entity by merger [ or], share exchange, or conversion of that issuer.\n\n120:4 Court Action on Appraisal Shares. Amend RSA 293-A:13.30(b) to read as follows:\n\n(b) The corporation shall commence the proceeding in the superior court of the county where a corporation's principal office, or, if none in this state, its registered office, is located. If the corporation is a foreign corporation or other entity without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic corporation merged with or converted into or whose shares were acquired by the foreign corporation or other entity was located.\n\n120:5 New Subparagraph; Right to Dissent to Conversion. Amend RSA 293-A:13.02(a) by inserting after subparagraph (5) the following new subparagraph:\n\n(6) Consummation of a plan of conversion to which the corporation is a party converting to another entity.\n\n120:6 Registered Limited Liability Partnership; Effective Date. Amend RSA 304-A:44, III to read as follows:\n\nIII. A partnership becomes a registered limited liability partnership at the [ time] close of business on the date of the filing of the initial registration with the secretary of state or at [ any later] the effective time or the delayed effective time and date not later than the ninetieth day after the date the registration is filed, specified in the registration, if, in [ either] any case, there has been substantial compliance with the requirements of this chapter. A partnership continues as a registered limited liability partnership if there has been substantial compliance with the requirements of this chapter. The status of a partnership as a registered limited liability partnership and the liability of a partner of such registered limited liability partnership shall not be adversely affected by errors or subsequent changes in the information stated in a registration under paragraph I of this section.\n\n120:7 New Paragraphs; Registered Limited Liability Partnership Filing Requirements. Amend RSA 304-A:51 by inserting after paragraph IV the following new paragraphs:\n\nV. Except as provided in paragraph VI, 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\nVI. A document filed in the office of the secretary of state 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 as of the close of business on that date. A delayed effective date for a document shall not be later than the ninetieth day after the date it is filed.\n\n120:8 Reserved Power of State. Amend RSA 304-A:54 to read as follows:\n\n304-A:54 Reserved Power of State of New Hampshire to Amend or Repeal Chapter. All provisions of this chapter may be amended from time to time or repealed, and all rights of [ members and managers] partners are subject to this reservation.\n\n120:9 New Subdivision; Partnerships; Conversions and Mergers. Amend RSA 304-A by inserting after section 55 the following new subdivision:\n\nConversions and Mergers\n\n304-A:56 Conversion of Partnership to Limited Partnership or Limited Liability Company.\n\nI. A partnership may be converted to a limited partnership or a limited liability company pursuant to this section.\n\nII. The terms and conditions of a conversion of a partnership to a limited partnership or a limited liability company must be approved by all of the partners.\n\nIII. After the conversion is approved by the partners, the partnership shall file a certificate of conversion together with a certificate of limited partnership, in the case of a conversion to a limited partnership, or a certificate of formation, in the case of a conversion to a limited liability company, in the jurisdiction in which the limited partnership or the limited liability company is to be formed and in accordance with the laws applicable to such other entity. The certificate of conversion must include:\n\n(a) A statement that the partnership was converted to a limited partnership or a limited liability company from a partnership;\n\n(b) Its former name; and\n\n(c) A statement that all of the partners approved the conversion.\n\nIV. The conversion takes effect upon the effective date and time of the certificate of limited partnership or the certificate of formation of the limited liability company, as the case may be.\n\nV. A general partner who becomes a limited partner of a limited partnership or a member of a limited liability company as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership or limited liability company reasonably believes when entering the transaction that the limited partner or member is a general partner, the limited partner or member is liable for an obligation incurred by the limited partnership or limited liability company within 90 days after the conversion takes effect. The liability of the limited partner or member for all other obligations of the limited partnership or the limited liability company incurred after the conversion takes effect is that of a limited partner or a member, as the case may be, as provided in RSA 304-B and RSA 304-C.\n\n304-A:57 Conversion of Limited Partnership or Limited Liability Company to Partnership.\n\nI. A limited partnership or a limited liability company may be converted to a partnership pursuant to this section and the laws applicable to such entities.\n\nII. After the conversion is approved by the partners of a limited partnership in accordance with applicable law, the limited partnership shall cancel its certificate of limited partnership.\n\nIII. After the conversion is approved by the members of a limited liability company in accordance with applicable law, the limited liability company shall file a certificate of cancellation in the manner required by applicable law.\n\nIV. The conversion takes effect upon the effective date and time of the certificate of cancellation of the limited partnership or the certificate of cancellation of the limited liability company, as the case may be.\n\nV. A limited partner of a limited partnership or a member of a limited liability company who becomes a general partner as a result of the conversion remains liable only as a limited partner or a member for an obligation incurred by the limited partnership or the limited liability company before the conversion takes effect and is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.\n\n304-A:58 Effect of Conversion; Entity Unchanged.\n\nI. A partnership, limited partnership, or limited liability company that has been converted pursuant to RSA 304-A:56 or 304-A:57 is for all purposes the same entity that existed before the conversion.\n\nII. When a conversion takes effect:\n\n(a) All property owned by the converting partnership, limited partnership, or limited liability company remains vested in the converted entity;\n\n(b) All obligations of the converting partnership, limited partnership, or limited liability company continue as obligations of the converted entity; and\n\n(c) An action or proceeding pending against the converting partnership, limited partnership or limited liability company may be continued as if the conversion had not occurred.\n\n304-A:59 Merger of Partnerships.\n\nI. Pursuant to a plan of merger approved as provided in paragraph III, a partnership may be merged with one or more partnerships, or with one or more limited partnerships or limited liability companies to the extent permitted by the laws applicable to such entities.\n\nII. The plan of merger must set forth:\n\n(a) The name of each partnership, limited partnership, or limited liability company that is a party to the merger;\n\n(b) The name of the surviving entity into which the other partnerships, limited partnerships, or limited liability companies will merge;\n\n(c) Whether the surviving entity is a partnership, a limited partnership, or a limited liability company and the status of each partner;\n\n(d) The terms and conditions of the merger;\n\n(e) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and\n\n(f) The street address of the surviving entity's chief executive office.\n\nIII. The plan of merger must be approved:\n\n(a) In the case of a partnership that is a party to the merger, by all of the partners;\n\n(b) In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement; and\n\n(c) In the case of a limited liability company that is a party to the merger by the vote required by the law of the jurisdiction in which the limited liability company is organized.\n\nIV. After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.\n\nV. A merger takes effect:\n\n(a) If a certificate of merger is required to be filed pursuant to RSA 304-A:61, upon the effective date of the certificate of merger; or\n\n(b) If a certificate of merger is not required to be filed pursuant to RSA 304-A:61, upon the approval of the plan of merger by all parties to the merger as provided in paragraph III unless the plan of merger specifies a delayed effective date and time, in which event the merger shall take effect upon such specified date and time.\n\n304-A:60 Effect of Merger.\n\nI. When a merger takes effect:\n\n(a) The separate existence of every partnership, limited partnership, or limited liability company that is a party to the merger, other than the surviving entity, ceases;\n\n(b) All property owned by each of the merged partnerships, limited partnerships, or limited liability companies vests in the surviving entity;\n\n(c) All obligations of every partnership, limited partnership, or limited liability company that is a party to the merger become the obligations of the surviving entity; and\n\n(d) An action or proceeding pending against a partnership, limited partnership, or limited liability company that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding.\n\nII. The secretary of state is the agent for service of process in an action or proceeding against a surviving foreign partnership, limited partnership, or limited liability company to enforce an obligation of a domestic partnership, limited partnership, or limited liability company that is a party to a merger. The surviving entity shall promptly notify the secretary of state of the mailing address of its chief executive office and of any change of address. Upon receipt of process, the secretary of state shall mail a copy of the process to the surviving foreign partnership, limited partnership, or limited liability company.\n\nIII. A partner of a surviving partnership or limited partnership is liable for:\n\n(a) All obligations of a party to the merger for which the partner was personally liable before the merger;\n\n(b) All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and\n\n(c) All obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.\n\nIV. If the obligations incurred before the merger by a partnership that is a party to the merger are not satisfied out of the property of the surviving entity, the partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity, in the manner provided in RSA 304-A:40 or in the limited partnership act of the jurisdiction in which the party was formed, as the case may be, as if the merged party were dissolved.\n\n304-A:61 Certificate of Merger.\n\nI. In a merger of a limited liability company, registered limited liability partnership, or a limited partnership with a partnership in which a partnership is the surviving entity, the surviving entity shall file in the office of the secretary of state a certificate of merger, together with payment of a filing fee of $35.\n\nII. A certificate of merger must contain:\n\n(a) The name of each partnership, limited partnership, or limited liability company that is a party to the merger;\n\n(b) The name of the surviving entity into which the other entities were merged;\n\n(c) The street address of the surviving entity's chief executive office and of an office in this state, if any;\n\n(d) A statement that the executed agreement of merger is on file at the principal place of business of the surviving business entity and the address thereof; and\n\n(e) A statement that a copy of the agreement of merger will be furnished by the surviving partnership, on request and without cost, to any limited partner of any constituent limited partnership or any member of any constituent limited liability company.\n\nIII. Except as otherwise provided in paragraph IV, for the purposes of RSA 304-A:10, property of a surviving partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.\n\nIV. For the purposes of RSA 304-A:10, real property of a surviving partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the certificate of merger, if a certificate of merger is required by paragraph I, and otherwise a certificate of merger satisfying the requirements of paragraph II acknowledged by all persons executing the certificate, in the registry of deeds of the county in which the real property is located.\n\nV. A filed and, if appropriate, recorded certificate of merger, stating the name of a partnership, limited partnership, or limited liability company that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by paragraph II, operates with respect to the partnerships, limited partnerships, or limited liability companies named to the extent provided in paragraphs III and IV.\n\n304-A:62 Nonexclusive. This subdivision is not exclusive. Partnerships may be converted or merged in any other manner provided by law.\n\n120:10 Certificate of Limited Partnership; Effective Date. Amend RSA 304-B:8, II to read as follows:\n\nII. A limited partnership is formed at the [ time] close of business on the date of the filing of the certificate of limited partnership in the office of the secretary of state, together with the certificate required by RSA 421-B:13, I-a(b), or [ any later time] the effective time or the delayed effective time and date specified in accordance with RSA 304-B:13, IV in the certificate of limited partnership if, in [ either] any case, there has been substantial compliance with the requirements of this section.\n\n120:11 Cancellation of Certificate; Effective Date. Amend RSA 304-B:10, IV to read as follows:\n\nIV. The effective date [ (which shall be a date certain)] and time of cancellation if it is not to be effective upon the close of business on the date of the filing of the certificate; and\n\n120:12 Execution of Certificates. Amend RSA 304-B:11, I to read as follows:\n\nI. Each certificate required by this [ subdivision] chapter to be filed in the office of the secretary of state shall be executed in the following manner:\n\n(a) An original certificate of limited partnership must be signed by all general partners;\n\n(b) A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; [ and]\n\n(c) A certificate of cancellation must be signed by all general partners[.]; and\n\n(d) A certificate of merger and a certificate of conversion must be signed by all the general partners.\n\n120:13 Filing in Office Of Secretary of State; Certificate of Limited Partnership. Amend RSA 304-B:13 to read as follows:\n\n304-B:13 Filing in Office of Secretary of State.\n\nI. Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) and of any certificate of merger or certificate of conversion shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of [ his] authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required by law [ he] the secretary of state shall:\n\n(a) Endorse on each duplicate original the word \"filed\" and the day, month and year of the filing thereof;\n\n(b) File one duplicate original in [ his] the secretary of state's office; and\n\n(c) Return the other duplicate original to the person who filed it or [ his] the person's representative.\n\nII. Upon the [ filing] effective date and time of a certificate of amendment (or judicial decree of amendment) in the office of the secretary of state, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date and time of a certificate of cancellation (or a judicial decree thereof), the certificate of limited partnership is cancelled.\n\nIII. Except as provided in paragraph IV, 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\nIV. A document filed in the office of the secretary of state 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 as of the close of business on that date. A delayed effective date for a document shall not be later than the ninetieth day after the date it is filed.\n\n120:14 New Subdivisions; Limited Partnership; Mergers and Conversions; Dissenters' Rights. Amend RSA 304-B by inserting after section 16 the following new subdivisions:\n\nMergers and Conversions\n\n304-B:16-a Merger.\n\nI. As used in this section, \"other business entity\" means a domestic or foreign corporation, limited liability company, or partnership, whether general or limited, that is authorized by applicable statute to merge with a limited partnership.\n\nII. Pursuant to an agreement of merger, a limited partnership may merge with or into one or more limited partnerships or other business entities, with such limited partnership or such other business entity as the agreement shall provide being the surviving limited partnership or other business entity.\n\nIII. Each such limited partnership and other entity shall enter into a written agreement or plan of merger. The agreement shall state:\n\n(a) The terms and conditions of the merger;\n\n(b) The mode of carrying the same into effect;\n\n(c) The manner of converting the partnership interests of each such limited partnership and the shares or the limited liability company or partnership interests of each such other entity into shares, limited liability company or partnership interests, or other securities of the entity surviving from such merger, and if any partnership interests of any such limited partnership or any shares, limited partnership or limited liability company or partnership interests of any such other entity are not to be converted solely into shares, limited liability company or partnership interests, or other securities of the entity surviving from such merger, the cash, property, rights or securities of any other corporation or entity which the holders of such shares or limited liability company or partnership interests are to receive in exchange for, or upon conversion of, such shares or limited partnership or limited liability company interests and the surrender of any certificates evidencing such shares or interests which cash, property, rights or securities of any other corporation or entity may be in addition to or in lieu of shares, limited liability company or partnership interests, or other securities of the entity surviving from such merger; and\n\n(d) Such other details or provisions as are deemed desirable, including, without limiting the generality of the foregoing, a provision for the payment of cash in lieu of the issuance of fractional shares or interests of the surviving corporation or other entity. Any of the terms of the agreement or plan of merger may be made dependent upon facts ascertainable outside of such agreement or plan provided that the manner in which such facts shall operate upon the terms of the agreement or plan is clearly and expressly set forth in the agreement or plan of merger.\n\nIV. Unless otherwise provided in the partnership agreement, a merger shall be approved by each limited partnership which is to merge (1) by all general partners, and (2) by the limited partners or, if there is more than one class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than 50 percent of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate. In connection with a merger hereunder, rights or securities of, or interests in, a limited partnership or other business entity which is a constituent party to the merger may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving limited partnership or other business entity or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, a limited partnership or other business entity which is not the surviving limited partnership or other business entity in the merger. Notwithstanding prior approval, an agreement of merger may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement of merger at any time before the certificate of merger is filed.\n\nV. If a limited partnership is merging under this section, the limited partnership or other business entity surviving in the merger shall file in the office of the secretary of state a certificate of merger setting forth:\n\n(a) The name and jurisdiction of formation or organization of each of the limited partnerships or other business entities which is to merge;\n\n(b) That an agreement of merger has been approved and executed by each of the limited partnerships or other business entities which is to merge;\n\n(c) The name of the surviving limited partnership or other business entity;\n\n(d) If a corporation is the surviving entity of the merger, the plan of merger;\n\n(e) If shareholder approval of any corporation party to the merger was not required, a statement to that effect;\n\n(f) If approval of the shareholders of one or more corporations party to the merger or share exchange was required:\n\n(1) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and\n\n(2) Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group.\n\n(g) In the case of a merger in which a corporation is the surviving entity, such amendments or changes in the articles of incorporation of the surviving corporation as are desired to be effected by the merger, or, if no such amendments or changes are desired, a statement that the articles of incorporation of the surviving corporation shall be its articles of incorporation;\n\n(h) If the surviving business entity is not a corporation, that the executed agreement of merger is on file at the principal place of business of the surviving business entity and the address thereof;\n\n(i) That a copy of the agreement of merger will be furnished by the surviving limited partnership or other business entity, on request and without cost, to any partner or any limited partnership or any person holding an interest in any other business entity which is to merge;\n\nVI. Upon the merger taking effect, a surviving foreign other entity of a merger is deemed:\n\n(a) To appoint the secretary of state as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting partners of each limited partnership party to the merger; and\n\n(b) To agree that it will promptly pay to the dissenting parties of each limited partnership party to the merger or share exchange the amount, if any, to which they are entitled under RSA 304-C:16-b.\n\nVII. A merger shall be effective upon the effective date and time of the certificate of merger.\n\nVIII. A certificate of merger shall act as a certificate of cancellation for a domestic limited partnership which is not the surviving entity in the merger.\n\nIX. Notwithstanding anything to the contrary contained in a partnership agreement, a partnership agreement containing a specific reference to this paragraph may provide that an agreement of merger approved in accordance with paragraph VII of this section may (1) effect any amendment to the partnership agreement or (2) effect the adoption of a new partnership agreement for a limited partnership if it is the surviving limited partnership in the merger. Any amendment to a partnership agreement or adoption of a new partnership agreement made pursuant to the foregoing sentence shall be effective at the effective time and 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 partnership agreement or other agreement or as otherwise permitted by law, including that the partnership agreement of any constituent limited partnership to the merger (including a limited partnership formed for the purpose of consummating a merger) shall be the partnership agreement of the surviving limited partnership.\n\nX. When any merger shall have become effective under this section, for all purposes of the laws of the state of New Hampshire, all of the rights, privileges and powers of each of the limited partnerships and other business entities that have merged, and all property, real, personal and mixed, and all debts due to any of said limited partnerships and other business entities, as well as all other things and causes of action belonging to each of such limited partnerships and other business entities, shall be vested in the surviving limited partnership or other business entity, and shall thereafter be the property of the surviving limited partnership or other business entity as they were of each of the limited partnerships and other business entities that have merged, and the title to any real property vested by deed or otherwise, under the laws of the state of New Hampshire, in any of such limited partnerships and other business entities, shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of any of said limited partnerships and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the limited partnerships and other business entities that have merged shall thenceforth attach to the surviving limited partnership or other business entity, and may be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted by it. Unless otherwise agreed, a merger of a limited partnership, including a limited partnership which is not the surviving entity in the merger, shall not require such limited partnership to wind up its affairs under RSA 304-B:46 or pay its liabilities and distribute its assets under RSA 304-B:47.\n\nXI. Except as provided by agreement with a person to whom a general partner of a limited partnership is obligated, a merger of a limited partnership that has become effective shall not affect any obligation or liability existing at the time of such merger of a general partner of a limited partnership which is merging.\n\nXII. If a limited partnership is a constituent party to a merger that shall have become effective, but the limited partnership is not the surviving entity of the merger, then a judgment creditor of a general partner of such limited partnership may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the surviving entity of the merger unless:\n\n(a) A judgment based on the same claim has been obtained against the surviving entity of the merger and a writ of execution on the judgment has been returned unsatisfied in whole or in part;\n\n(b) The surviving entity of the merger is a debtor in bankruptcy;\n\n(c) The general partner has agreed that the creditor need not exhaust the assets of the limited partnership that was not the surviving entity of the merger;\n\n(d) The general partner has agreed that the creditor need not exhaust the assets of the surviving entity of the merger;\n\n(e) A court grants permission to the judgment creditor to levy execution against the assets of the general partner based on a finding that the assets of the surviving entity of the merger that are subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of the assets of the surviving entity of the merger is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or\n\n(f) Liability is imposed on the general partner by law or contract independent of the existence of the surviving entity of the merger.\n\n304-B:16-b Approval of Conversion of a Limited Partnership. A limited partnership may convert to an other business entity, as defined in RSA 304-B:16-a, I, other than a limited partnership, upon the authorization of such conversion in accordance with this section and to the extent authorized by and in accordance with the laws applicable to conversion to such other business entity. If the partnership agreement specifies the manner of authorizing a conversion of the limited partnership, the conversion shall be authorized as specified in the partnership agreement. If the partnership agreement does not specify the manner of authorizing a conversion of the limited partnership and does not prohibit a conversion of the limited partnership, the conversion shall be authorized in the same manner as is specified in the partnership agreement for authorizing a merger that involves the limited partnership as a constituent party to the merger. If the partnership agreement does not specify the manner of authorizing a conversion of the limited partnership or a merger that involves the limited partnership as a constituent party and does not prohibit a conversion of the limited partnership, the conversion shall be authorized by the approval (1) by all general partners, and (2) by the limited partners or, if there is more than one class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than 50 percent of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate.\n\nDissenters' Rights\n\n304-B:16-c Definitions and Construction. In this subdivision:\n\nI. \"Dissenter\" means a limited partner who is entitled to dissent from limited partnership action under RSA 304-B:16-d and who exercises that right when and in the manner required under this subdivision.\n\nII. \"Fair value\" means the value of the dissenter's partnership interest of a limited partnership immediately before the effective date of the limited liability action referred to in RSA 304-B:16-d, excluding any appreciation or depreciation in anticipation of the limited partnership action.\n\nIII. \"Interest\" means interest from the effective date of the action referred to in RSA 304-B:16-d that gave rise to the limited partner's right to dissent until the date of payment, at the average auction rate paid on United States treasury bills with a maturity of 6 months (or the closest maturity thereto) as of the auction date for such treasury bills closest to such effective date.\n\nIV. \"Limited partnership\" means a limited partnership whose limited partners have obtained rights to dissent under RSA 304-B:16-d and includes any successor by merger or conversion.\n\n304-B:16-d Dissenters' Rights.\n\nI. A limited partner is entitled to dissent from, and obtain payment of, the fair value of the limited partner's partnership interest upon either of the following actions:\n\n(a) Consummation of a plan of merger to which the limited partnership is a party.\n\n(b) Consummation of a plan of conversion of the limited partnership to some other business entity.\n\nII. A limited partner entitled to dissent and obtain payment for such limited partner's partnership interest under this subdivision may not challenge the limited partnership action creating such limited partner's entitlement unless the action is unlawful or fraudulent with respect to the limited partner or the limited partnership.\n\n304-B:16-e Notice of Dissenters' Rights.\n\nI. If the proposed action of the limited partnership creating dissenters' rights under RSA 304-B:16-d is submitted to a vote at a meeting of the limited partners, the meeting notice must state that limited partners are or may be entitled to assert dissenters' rights under this subdivision and be accompanied by a copy of this subdivision.\n\nII. If the limited partnership action creating dissenters' rights under RSA 304-B:16-d is taken without a vote of the limited partners, the limited partnership shall notify in writing all limited partners entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in RSA 304-B:16-g.\n\nIII. A limited partnership's failure to give notice pursuant to this section shall not invalidate the limited partnership action.\n\n304-B:16-f Notice of Intent to Demand Payment.\n\nI. If proposed action of a limited partnership creating dissenters' rights under RSA 304-B:16-d is submitted to a vote at a meeting of the limited partners, a limited partner who wishes to assert dissenters' rights shall:\n\n(a) Deliver to the limited partnership before the vote is taken a written notice of the member's intent to demand payment for the limited partner's limited partnership interest if the proposed action is effectuated.\n\n(b) Not vote the limited partner's limited partnership interest in favor of the proposed action.\n\nII. No such written notice of intent to demand payment is required of any limited partner to whom the limited partnership has failed to provide the notice required by RSA 304-B:16-e.\n\nIII. A limited partner who does not satisfy the requirements of this section is not entitled to payment for such limited partner's limited partnership interest under this subdivision.\n\n304-B:16-g Dissenters' Notice.\n\nI. If proposed action of a limited partnership creating dissenters' rights under RSA 304-B:16-d is authorized at a meeting of the limited partners, the limited partnership shall deliver a written dissenters' notice to all limited partners who have satisfied the requirements of RSA 304-B:16-f.\n\nII. The dissenters' notice must be sent no later than 10 days after the action of the limited partnership was authorized by the members or effectuated, whichever is the first to occur, and shall:\n\n(a) State where the payment demand shall be sent;\n\n(b) Supply a form for demanding payment that includes the date of the first announcement to news media or to limited partners of the principal terms of the proposed limited partnership action and requires that the person asserting dissenters' rights certify whether or not the limited partner acquired the limited partnership interest before that date;\n\n(c) Set a date by which the limited partnership must receive the payment demand, which date may not be fewer than 30 days and not more than 60 days after the date of the notice required by paragraph II is sent; and\n\n(d) Be accompanied by a copy of this subdivision if the limited partnership has not previously sent a copy of this subdivision to the limited partner pursuant to RSA 304-B:16-e.\n\n304-B:16-h Duty to Demand Payment.\n\nI. A limited partner sent a dissenters' notice described in RSA 304-B:16-g must demand payment and certify whether the limited partner acquired the limited partnership interest before the date required to be set forth in the dissenters' notice pursuant to RSA 304-B:16-g.\n\nII. A limited partner who demands payment under paragraph I retains all of the rights of a limited partner until those rights are canceled or modified by consummation of the proposed action of the limited partnership.\n\nIII. A limited partner who does not demand payment by the date set forth in the dissenters' notice is not entitled to payment of fair value for such limited partner's partnership interest under this subdivision.\n\nIV. A demand for payment filed by a limited partner may not be withdrawn unless the limited partnership with which it was filed or the surviving limited partnership or other business entity consents to such withdrawal.\n\n304-B:16-i Payment.\n\nI. Except as provided in RSA 304-B:16-k, as soon as the proposed limited partnership action is effectuated, or upon receipt of a payment demand, whichever is later, the limited partnership shall pay each dissenter who complied with RSA 304-B:16-h the amount the limited partnership estimates to be the fair value of such dissenter's partnership interest, plus accrued interest.\n\nII. The payment shall be accompanied by:\n\n(a) The limited partnership's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, and the latest available interim financial statements, if any;\n\n(b) A statement of the limited partnership's estimate of the fair value of the limited partnership interest;\n\n(c) An explanation of how the value of the limited partnership interest was calculated;\n\n(d) A statement of the dissenter's right to demand payment under RSA 304-B:16-l; and\n\n(e) A copy of this subdivision, if the limited partnership has not previously sent a copy of this subdivision to the limited partner pursuant to RSA 304-B:16-e or RSA 304-B:16-g.\n\n304-B:16-j Failure to Take Action. If the limited partnership does not effectuate the proposed action that gave rise to the dissenters' rights within 60 days after the date set for demanding payment, it shall send a new dissenters' notice under RSA 304-B:16-e and repeat the payment demand procedure if it effectuates the proposed action.\n\n304-B:16-k After-Acquired Limited Partnership Interests.\n\nI. A limited partnership may elect to withhold payment required by RSA 304-B:16-i from a dissenter unless the dissenter was a limited partner before the date set forth in the dissenters' notice as the date of the first announcement to news media or to limited partners of the principal terms of the proposed limited partnership action.\n\nII. To the extent the limited partnership elects not to withhold payment under paragraph I, after effectuating the proposed limited partnership action, it shall estimate the fair value of the limited partnership interest, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter's demand. The limited partnership shall send with its offer a statement of its estimate of the fair value of the limited partnership interest, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under RSA 304-B:16-l.\n\n304-B:16-l Procedure if Limited Partner Dissatisfied With Payment of Offer.\n\nI. A dissenter may notify the limited partnership in writing of the dissenter's own estimate of the fair value of such dissenter's limited partnership interest and amount of interest due, and demand payment of the dissenter's estimate (less any payment under RSA 304-B:16-i), or reject the limited partnership's offer under RSA 304-B:16-k; and demand payment of the fair value of the limited partnership interest and interest due, if:\n\n(a) The dissenter believes that the amount paid under RSA 304-B:16-i or offered under RSA 304-B:16-k is less than the fair value of such dissenter's limited partnership interest or that the interest due is incorrectly calculated; or\n\n(b) The limited partnership fails to make payment under RSA 304-B:16-i within 60 days after the date set for demanding payment.\n\nII. A dissenter waives the right to demand payment under this section unless the dissenter notifies the limited partnership of such dissenter's demand in writing under paragraph I within 30 days after the limited partnership made or offered payment for such dissenter's limited partnership interest.\n\n304-B:16-m Court Action.\n\nI. If a demand for payment under RSA 304-B:16-l remains unsettled, the limited partnership shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the limited partnership interest and accrued interest. If the limited partnership does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.\n\nII. The limited partnership shall commence the proceeding in superior court of the county where the limited partnership's principal executive office (or, if none in this state, its registered office) is located. If the limited partnership is a foreign entity without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic limited partnership merged with or converted into the foreign entity was located.\n\nIII. The limited partnership shall make all dissenters (whether or not residents of this state) whose demands remain unsettled parties to the proceeding as in an action against their limited partnership interests, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.\n\nIV. The jurisdiction of the court in which the proceeding is commenced under paragraph II is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.\n\nV. Each dissenter made a party to the proceeding is entitled to judgment:\n\n(a) For the amount, if any, by which the court finds the fair value of the dissenter's partnership interest plus accrued interest exceeds the amount paid by the limited partnership; or\n\n(b) For the fair value, plus accrued interest, of such dissenter's after-acquired partnership interests for which the limited partnership elected to withhold payment under RSA 304-B:16-k.\n\nVI. The limited partnership is entitled to judgment against each specific dissenter for the amount, if any, by which the court finds the fair value of such dissenter's partnership interest, plus accrued interest, is less than the amount paid by the limited partnership to each dissenter.\n\n304-B:16-n Court Costs and Counsel Fees.\n\nI. The court in an appraisal proceeding commenced under RSA 304-B:16-m shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the limited partnership, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under RSA 304-B:16-l.\n\nII. The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:\n\n(a) Against the limited partnership and in favor of any or all dissenters if the court finds the limited partnership did not substantially comply with the requirements of RSA 304-B:16-d through 304-B:16-l.\n\n(b) Against either the limited partnership or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this subdivision.\n\nIII. If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated and that the fees for those services should not be assessed against the limited partnership, the court may award to these counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.\n\n304-B:16-o Procedures as to Assignees of Financial Rights.\n\nI. When an assignment of all or a portion of a limited partnership interest is in effect and a copy delivered to the limited partnership prior to the action described in RSA 304-B:16-i, then as to that limited partnership interest the provisions of RSA 304-B:16-c through 304-B:16-n must be followed subject to the requirements of this section.\n\nII. If the limited partner has not ceased to be a partner upon assignment of the limited partner's partnership interest prior to the action described in RSA 304-B:16-i, all rights to be exercised and actions to be taken by a limited partner under RSA 304-B:16-d through 304-B:16-n shall be taken by the limited partner and not by an assignee of the limited partner's partnership interest. As between the limited partnership and the assignees, the actions taken or omitted by the limited partner bind the assignees, and the following requirements shall apply:\n\n(a) Instead of remitting a payment under RSA 304-B:16-i, the limited partnership shall forward to the dissenter limited partner:\n\n(1) The materials described in RSA 304-B:16-i, II;\n\n(2) An offer to pay the amount listed in the materials, with that amount to be allocated among and paid to the limited partner and the assignees of the limited liability company interest according to the terms of the assignments reflected in the required records; and\n\n(3) A statement of that allocation.\n\n(b) If the dissenter limited partner accepts the amount of the offer made under subparagraph (a) but disputes the allocation, the dissenter shall promptly so notify the limited partnership and within 60 days after the notification commence a proceeding and petition the court to determine the proper allocation. The limited partner shall commence the proceeding in superior court of the county in which the principal office of the limited partnership (or if none, its registered office) is located, or in the case of a surviving foreign limited partnership or other entity that is complying with this section following a merger with or conversion of a limited partnership, the limited partner shall commence the proceeding in superior court of the county in this state in which the last registered office of the limited partnership was located. The petition shall name as parties the limited partner, the limited partnership and all assignees of the limited partner's limited partnership interest. Upon being served with the petition, the limited partnership shall promptly pay into the court the amount offered under paragraph II and shall then be dismissed from the proceeding.\n\n(c) If the dissenter considers the amount offered under subparagraph (a) inadequate, the dissenter may decline the offer and demand payment under RSA 304-B:16-l. If the dissenter makes demand for payment, RSA 304-B:16-m and 304-B:16-n apply with the court having jurisdiction also to determine the correctness of the allocation.\n\n(d) If the limited partner fails to take action under either subparagraph (b) or (c), then:\n\n(1) As to the limited partnership, both the member and the assignees of the limited partner's limited partnership interests are limited to the amount and allocation offered under subparagraph (a); and\n\n(2) The limited partnership discharges its obligation of payment by making payment according to the amount and allocation offered under subparagraph (a).\n\nIII. If the limited partner has ceased to be a limited partner upon assignment of the limited partner's partnership interest, the assignees of the limited partner's partnership interest shall be entitled to exercise all rights of the limited partner pursuant to RSA 304-B:16-d through 304-B:16-n.\n\n120:15 New Paragraph; Limited Partnerships; Certificate of Merger Fee. Amend RSA 304-B:64 by inserting after paragraph III the following new paragraph:\n\nIV. For a certificate of merger, $35.\n\n120:16 New Paragraph; Limited Liability Companies; Definition; Business Entity. Amend RSA 304-C:1 by inserting after paragraph I the following new paragraph:\n\nI-a. \"Business entity\" means a domestic or foreign limited liability company, corporation, general partnership, or limited partnership.\n\n120:17 Limited Liability Companies; Definitions. Amend RSA 304-C:1, V and the introductory paragraph of 304-C:1, VI to read as follows:\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] one or more members.\n\nVI. \"Limited liability company agreement\" means a written agreement of the members or a document adopted by the sole member 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\n120:18 Limited Liability Company; Filing Requirements. Amend RSA 304-C:2, VI(c) to read as follows:\n\n(c) If the limited liability company is in the hands of a receiver, [ trustee] executor, or other court appointed fiduciary, trustee, or other fiduciary, by that fiduciary.\n\n120:19 Mergers and Conversions. Amend the subdivision heading preceding RSA 304-C:18 to read as follows:\n\nMerger and Conversion\n\n120:20 New Sections; Conversions of or to a Limited Liability Company. Amend RSA 304-C by inserting after section 17 the following new sections in the subdivision \"merger and conversion\":\n\n304-C:17-a Conversion of Other Business Entities to Limited Liability Companies.\n\nI. Any business entity may convert to a limited liability company by complying with the requirements of this section.\n\nII. Each business entity that proposes to convert to a limited liability company shall approve a plan of conversion in the manner and by the vote required by the laws applicable to such business entity.\n\nIII. A plan of conversion shall set forth the terms and conditions of the conversion of the shares of stock of a corporation, the partnership interests of a partnership or a limited partnership or other equity interests in the converting business entity, as the case may be, into interests in the limited liability company or cash or other consideration to be paid or delivered as a result of the conversion.\n\nIV. A business entity converting to a limited liability company shall file with the secretary of state:\n\n(a) A certificate of conversion to a limited liability company;\n\n(b) A certificate of formation that complies with the requirements of RSA 304-C:12; and\n\n(c) The certificate required by RSA 421-B:11, II.\n\nV. The certificate of conversion to a limited liability company shall state:\n\n(a) The date on which and jurisdiction where the business entity was first created, formed, incorporated, or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a limited liability company.\n\n(b) The name of the business entity immediately prior to the filing of the certificate of conversion to a limited liability company.\n\n(c) The name of the limited liability company as set forth in its certificate of formation filed in accordance with paragraph IV of this section.\n\n(d) If the business entity is a corporation:\n\n(1) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan; and\n\n(2) Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group is sufficient for approval by that voting group.\n\n(e) That the plan of conversion is on file at the principal place of business of the limited liability company and the address thereof and that a copy of the plan of conversion will be furnished by the limited liability company, on request and without cost, to any shareholder of the corporation.\n\nVI. A conversion of a business entity to a limited liability company takes effect upon the effective date and time of the certificate of formation.\n\nVII. Upon the effective date of the conversion the converting business entity shall be converted into a limited liability company, and the limited liability company shall thereafter be subject to all of the provisions of this chapter.\n\nVIII. A conversion of a business entity to a limited liability company has the following effects:\n\n(a) The limited liability company shall thereupon and thereafter possess all the rights, privileges, immunities, and powers of the business entity that converted into the limited liability company and shall be subject to all the restrictions, disabilities, and duties of such business entity to the extent that such rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties are applicable to a limited liability company.\n\n(b) All property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest of or belonging to or due to such business entity shall be vested in the limited liability company without further act or deed.\n\n(c) The title to all real estate and other interests therein vested in the business entity converting into the limited liability company shall not revert or be in any way impaired by reason of such conversion.\n\n(d) The limited liability company shall thenceforth be liable for all liabilities and obligations of the business entity converting to the limited liability company and any claim existing or action or proceeding pending by or against such business entity may be prosecuted as if such conversion had not taken place, or the limited liability company may be substituted in the action.\n\n(e) Neither the rights of creditors nor any liens on the property of the business entity converted to a limited liability company shall be impaired by the conversion.\n\n(f) The interests or shares of the business entity that is converted into a limited liability company that are to be converted or exchanged into interests of the limited liability company under the terms of the plan of conversion are so converted, and the former holders thereof are entitled only to the interests in the limited liability company as provided in the plan of conversion or the rights otherwise provided by law.\n\n(g) The conversion shall not be deemed to affect any obligations or liabilities of the converting business entity incurred before its conversion to a limited liability company.\n\nIX. Unless otherwise agreed or as required under applicable law, the converting business entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of the converting business entity.\n\n304-C:17-b Approval of Conversion of a Limited Liability Company.\n\nI. A limited liability company may convert to another business entity authorized by applicable statute to be formed by conversion of a limited liability company, upon the authorization of such conversion in accordance with this section and fulfillment of the requirements for conversion of the statute governing conversion into such other entity.\n\nII. If the limited liability company agreement specifies the manner of authorizing a conversion of the limited liability company, the conversion shall be authorized as specified in the limited liability company agreement. If the limited liability company agreement does not specify the manner of authorizing a conversion of the limited liability company and does not prohibit a conversion of the limited liability company, the conversion shall be authorized in the same manner as is specified in the limited liability company agreement for authorizing a merger that involves the limited liability company as a constituent party to the merger.\n\nIII. If the limited liability company agreement does not specify the manner of authorizing a conversion of the limited liability company or a merger that involves the limited liability company as a constituent party and does not prohibit a conversion of the limited liability company, the conversion shall be authorized by the approval by more than \u00bd by number of the members or, if there is more than one class or group of members, then by each class or group of members, in either case, by a more than \u00bd by number of the members in each class or group, as appropriate.\n\n120:21 Limited Liability Company; Merger. Amend RSA 304-C:18, I to read as follows:\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 authorized by applicable statute to merge with a limited liability company, 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\n120:22 Limited Liability Company; Approval of Merger. Amend RSA 304-C:19, I to read as follows:\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, or if there is more than one class or group of members, then by the consent of more than \u00bd by number of the members of each class or group of members.\n\n120:23 New Subdivision; Limited Liability Companies; Dissenters' Rights. Amend RSA 304-C by inserting after section 22 the following new subdivision:\n\nDissenters' Rights\n\n304-C:22-a Definitions and Construction. In this subdivision:\n\nI. \"Dissenter\" means a member who is entitled to dissent from limited liability company action under RSA 304-C:22-b and who exercises that right when and in the manner required under this subdivision.\n\nII. \"Fair value\" means the value of the dissenter's limited liability interest of a limited liability company immediately before the effective date of the limited liability action referred to in RSA 304-C:22-b, excluding any appreciation or depreciation in anticipation of the limited liability action.\n\nIII. \"Interest\" means interest from the effective date of the action referred to in RSA 304-C:22-b that gave rise to the member's right to dissent until the date of payment, at the average auction rate paid on United States treasury bills with a maturity of 6 months (or the closest maturity thereto) as of the auction date for such treasury bills closest to such effective date.\n\nIV. \"Limited liability company\" means a limited liability company whose members have obtained rights to dissent under RSA 304-C:22-b, and includes any successor by merger or conversion.\n\nV. \"Member\" includes a former member who has ceased to be a member, but who was not entitled to payment for the value of the member's limited liability interest upon cessation of membership.\n\n304-C:22-b Dissenters' Rights.\n\nI. A member of a limited liability company is entitled to dissent from, and obtain payment of, the fair value of the member's limited liability company interest, upon any of the following actions:\n\n(a) Consummation of a plan of merger to which the limited liability company is a party.\n\n(b) Consummation of a plan of conversion of the limited liability company to some other business entity.\n\n(c) An amendment to the limited liability company agreement (1) altering or abolishing a right in respect of distribution, (2) altering or abolishing a right to voluntarily withdraw, or (3) 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.\n\nII. A member entitled to dissent and obtain payment for such member's limited liability company interest under this subdivision may not challenge the limited liability company action creating such member's entitlement unless the action is unlawful or fraudulent with respect to the member or the limited liability company.\n\n304-C:22-c Notice of Dissenters' Rights.\n\nI. If the proposed action of the limited liability company creating dissenters' rights under RSA 304-C:22-b is submitted to a vote at a meeting of the members, the meeting notice must state that members are or may be entitled to assert dissenters' rights under this subdivision and be accompanied by a copy of this subdivision.\n\nII. If the limited liability company action creating dissenters' rights under RSA 304-C:22-b is taken without a vote of the members, the limited liability company shall notify in writing all members entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in RSA 304-C:22-e.\n\nIII. A limited liability company's failure to give notice pursuant to this section shall not invalidate the limited liability company action.\n\n304-C:22-d Notice of Intent to Demand Payment.\n\nI. If proposed action of a limited liability company creating dissenters' rights under RSA 304-C:22-b is submitted to a vote at a meeting of the members, a member who wishes to assert dissenters' rights shall:\n\n(a) Deliver to the limited liability company before the vote is taken a written notice of the member's intent to demand payment for the member's limited liability company interest if the proposed action is effectuated.\n\n(b) Not vote the member's limited liability company interest in favor of the proposed action.\n\nII. No such written notice of intent to demand payment is required of any member to whom the limited liability company has failed to provide the notice required by RSA 304-C:22-c.\n\nIII. A member who does not satisfy the requirements of this section is not entitled to payment for such member's limited liability company interest under this subdivision.\n\n304-C:22-e Dissenters' Notice.\n\nI. If proposed action of a limited liability company creating dissenters' rights under RSA 304-C:22-b is authorized at a meeting of the members, the limited liability company shall deliver a written dissenters' notice to all members who have satisfied the requirements of RSA 304-C:22-d.\n\nII. The dissenters' notice must be sent no later than 10 days after the action of the limited liability company was authorized by the members or effectuated, whichever is the first to occur, and shall;\n\n(a) State where the payment demand shall be sent;\n\n(b) Supply a form for demanding payment that includes the date of the first announcement to news media or to members of the principal terms of the proposed limited liability company action and requires that the person asserting dissenters' rights certify whether or not the member acquired limited liability company interest before that date;\n\n(c) Set a date by which the limited liability company must receive the payment demand, which date may not be fewer than 30 days and not more than 60 days after the date of the notice required by paragraph II is sent; and\n\n(d) Be accompanied by a copy of this subdivision if the limited liability company has not previously sent a copy of this subdivision to the member pursuant to RSA 304-C:22-c.\n\n304-C:22-f Duty to Demand Payment.\n\nI. A member sent a dissenters' notice described in RSA 304-C:22-e must demand payment and certify whether the member acquired the limited liability company interest before the date required to be set forth in the dissenters' notice pursuant to RSA 304-C:22-e.\n\nII. A member who demands payment under paragraph I retains all of the rights of a member until those rights are canceled or modified by consummation of the proposed action of the limited liability company.\n\nIII. A member who does not demand payment by the date set forth in the dissenters' notice is not entitled to payment of fair value for such member's membership interest under this subdivision.\n\nIV. A demand for payment filed by a member may not be withdrawn unless the limited liability company with which it was filed or the surviving limited liability company or other business entity consents to such withdrawal.\n\n304-C:22-g Payment.\n\nI. Except as provided in RSA 304-C:22-i, as soon as the proposed limited liability company action is effectuated, or upon receipt of a payment demand, whichever is later, the limited liability company shall pay each dissenter who complied with RSA 304-C:22-f the amount the limited liability company estimates to be the fair value of such dissenter's membership interest, plus accrued interest.\n\nII. The payment must be accompanied by:\n\n(a) The limited liability company's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, and the latest available interim financial statements, if any;\n\n(b) A statement of the limited liability company's estimate of the fair value of the membership interest;\n\n(c) An explanation of how the value of the membership interest was calculated;\n\n(d) A statement of the dissenter's right to demand payment under RSA 304-C:22-j; and\n\n(e) A copy of this subdivision, if the limited liability company has not previously sent a copy of this subdivision to the member pursuant to RSA 304-C:22-c or RSA 304-C:22-e.\n\n304-C:22-h Failure to Take Action. If the limited liability company does not effectuate the proposed action that gave rise to the dissenters' rights within 60 days after the date set for demanding payment, it shall send a new dissenters' notice under RSA 304-C:22-c and repeat the payment demand procedure if it effectuates the proposed action.\n\n304-C:22-i After-Acquired Limited Liability Company Interests.\n\nI. A limited liability company may elect to withhold payment required by RSA 304-C:22-g from a dissenter unless the dissenter was a member before the date set forth in the dissenters' notice as the date of the first announcement to news media or to members of the principal terms of the proposed limited liability company action.\n\nII. To the extent the limited liability company elects not to withhold payment under paragraph I, after effectuating the proposed limited liability company action, it shall estimate the fair value of the limited liability company interest, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter's demand. The limited liability company shall send with its offer a statement of its estimate of the fair value of the limited liability company interest, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under RSA 304-C:22-j.\n\n304-C:22-j Procedure if Member Dissatisfied With Payment or Offer.\n\nI. A dissenter may notify the limited liability company in writing of the dissenter's own estimate of the fair value of such dissenter's limited liability company interest and amount of interest due, and demand payment of the dissenter's estimate (less any payment under RSA 304-C:22-g), or reject the limited liability company's offer under RSA 304-C:22-i and demand payment of the fair value of the limited liability company interest and interest due, if:\n\n(a) The dissenter believes that the amount paid under RSA 304-C:22-g or offered under RSA 304-C:22-i is less than the fair value of such dissenter's limited liability company interest or that the interest due is incorrectly calculated; or\n\n(b) The limited liability company fails to make payment under RSA 304-C:22-g within 60 days after the date set for demanding payment.\n\nII. A dissenter waives the right to demand payment under this section unless the dissenter notifies the limited liability company of such dissenter's demand in writing under paragraph I within 30 days after the limited liability company made or offered payment for such dissenter's limited liability company interest.\n\n304-C:22-k Court Action.\n\nI. If a demand for payment under RSA 304-C:22-j remains unsettled, the limited liability company shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the limited liability company interest and accrued interest. If the limited liability company does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.\n\nII. The limited liability company shall commence the proceeding in superior court of the county where the limited liability company's principal executive office (or, if none in this state, its registered office) is located. If the limited liability company is a foreign entity without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic limited liability company merged or converted into with the foreign limited liability company was located.\n\nIII. The limited liability company shall make all dissenters (whether or not residents of this state) whose demands remain unsettled parties to the proceeding as in an action against their limited liability company interests, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.\n\nIV. The jurisdiction of the court in which the proceeding is commenced under paragraph II is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.\n\nV. Each dissenter made a party to the proceeding is entitled to judgment:\n\n(a) For the amount, if any, by which the court finds the fair value of the dissenter's membership interest plus accrued interest exceeds the amount paid by the limited liability company; or\n\n(b) For the fair value, plus accrued interest, of such dissenter's after-acquired membership interest for which the limited liability company elected to withhold payment under RSA 304-C:22-i.\n\nVI. The limited liability company is entitled to judgment against each specific dissenter for the amount, if any, by which the court finds the fair value of such dissenter's membership interest, plus accrued interest, is less than the amount paid by the limited liability company to each dissenter.\n\n304-C:22-l Court Costs and Counsel Fees.\n\nI. The court in an appraisal proceeding commenced under RSA 304-C:22-k shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the limited liability company, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under RSA 304-C:22-j.\n\nII. The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:\n\n(a) Against the limited liability company and in favor of any or all dissenters if the court finds the limited liability company did not substantially comply with the requirements of RSA 304-C:22-b through 304-C:22-j.\n\n(b) Against either the limited liability company or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this subdivision.\n\nIII. If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated and that the fees for those services should not be assessed against the limited liability company, the court may award to these counsel reasonable fees to be paid out of the amount awarded to the dissenters who were benefited.\n\n304-C:22-m Procedures as to Assignees of Financial Rights.\n\nI. When an assignment of all or a portion of limited liability company interest is in effect and a copy is delivered to the limited liability company prior to the action described in RSA 304-C:22-g, then as to that limited liability company interest the provisions of RSA 304-C:22-a through 304-C:22-l must be followed subject to the requirements of this section.\n\nII. If the member has not ceased to be a member pursuant to RSA 304-C:46, II(b) prior to the action described in RSA 304-C:22-g, all rights to be exercised and actions to be taken by a member under RSA 304-C:22-b through 304-C:22-l shall be taken by the member and not by an assignee of the member's limited liability company interest. As between the limited liability company and the assignees, the actions taken or omitted by the member bind the assignees, and the following requirements shall apply:\n\n(a) Instead of remitting a payment under RSA 304-C:22-g, the limited liability company shall forward to the dissenter member:\n\n(1) The materials described in RSA 304-C:22-g, II;\n\n(2) An offer to pay the amount listed in the materials, with that amount to be allocated among and paid to the member and the assignees of the limited liability company interest according to the terms in of the assignment reflected in the required records; and\n\n(3) A statement of that allocation.\n\n(b) If the dissenter member accepts the amount of the offer made under subparagraph (a) but disputes the allocation, the dissenter shall promptly so notify the limited liability company and within 60 days after the notification commence a proceeding and petition the court to determine the proper allocation. The member shall commence the proceeding in superior court of the county in which the principal office of the limited liability company (or if none, its registered office) is located, or in the case of a surviving foreign limited liability company or other entity that is complying with this section following a merger with or conversion of a limited liability company, the member shall commence the proceeding in superior court of the county in this state in which the last registered office of the limited liability company was located. The petition shall name as parties the member, the limited liability company and all assignees of the member's limited liability interest. Upon being served with the petition, the limited liability company shall promptly pay into the court the amount offered under paragraph II and shall then be dismissed from the proceeding.\n\n(c) If the dissenter considers the amount offered under subparagraph (a) inadequate, the dissenter may decline the offer and demand payment under RSA 304-C:22-j. If the dissenter makes demand for payment, RSA 304-C:22-k and 304-C:22-l apply with the court having jurisdiction also to determine the correctness of the allocation.\n\n(d) If the member fails to act under either subparagraph (b) or (c), then:\n\n(1) As to the limited liability company, both the member and the assignees of the member's limited liability company interests are limited to the amount and allocation offered under subparagraph (a); and\n\n(2) The limited liability company discharges its obligation of payment by making payment according to the amount and allocation offered under subparagraph (a).\n\nIII. If the member has ceased to be a member upon assignment of his limited liability company interest pursuant to RSA 304-C:46, II(b), the assignees of the member's limited liability company interest shall be entitled to exercise all rights of the member pursuant to RSA 304-C:22-b through 304-C:22-l.\n\n120:24 Single-Member Limited Liability Company. Amend RSA 304-C:23, II to read as follows:\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[.]; or\n\n(c) In the case of an assignee of a single-member limited liability company interest, upon such assignee's succeeding to the assignor's limited liability company interest under RSA 304-C:48, I(c), without further action.\n\n120:25 Limited Liability Company; Meeting of Members. Amend the introductory paragraph of RSA 304-C:24, VIII to read as follows:\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] within 30 days of a written demand by any member, a 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, unless there has been such a meeting within 240 days prior to delivery of the demand.\n\n120:26 Limited Liability Company; Removal of Member. RSA 304-C:27, I(b) is repealed and reenacted to read as follows:\n\n(b) The member is removed as a member, if the limited liability company agreement neither provides for nor restricts removal of members, in accordance with RSA 304-C:27, IV.\n\n120:27 New Paragraph; Limited Liability Company; Removal of Member. Amend RSA 304-C:27 by inserting after paragraph III the following new paragraph:\n\nIV. If a limited liability company agreement neither provides for nor restricts removal of members, a member or personal representative exercising powers of a member under RSA 304-C:49 may be removed for inability or unwillingness to exercise management responsibilities, actions beyond authority or contrary to the limited liability company agreement, or fraudulent or illegal actions in relation to the business and affairs of the company:\n\n(a) By a vote of no less than 2/3 by number of the other members acting reasonably and in good faith.\n\n(b) By a court of competent jurisdiction on petition of at least 2 members, or, in the case of a limited liability company with only 2 members, one of the members.\n\n120:28 Single Member Limited Liability Company; Cessation of Membership. Amend RSA 304-C:27, I(e)(2) and RSA 304-C:27, I(f)-(i) to read as follows:\n\n(2) Except in the case of a single-member limited liability company, the entry of an order by a court of competent jurisdiction adjudicating 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[,]:\n\n(1) 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)] (2) [ 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)] (3) [ 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)] (4) [ 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\n120:29 Limited Liability Companies; Interim Distributions. Amend RSA 304-C:40 to read as follows:\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] cessation of the member's membership pursuant to RSA 304-C:27 and before the dissolution and winding up of the limited liability company.\n\n120:30 Limited Liability Companies; Distribution Upon Cessation of Membership. Amend RSA 304-C:41 to read as follows:\n\n304-C:41 Distribution Upon Cessation of Membership or Merger.\n\n[ I.] 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], but, [ if not] unless otherwise provided in a limited liability company agreement, the member is not entitled to receive[, within a reasonable time after dissociation,] any payment for 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. If the member ceasing to be a member receives no payment for the value of the member's interest in the limited liability company, the member ceasing to be a member shall continue to have the rights of an assignee of a limited liability company interest under RSA 304-C:46, II, subject to the limited liability company's right of offset under RSA 304-C:27, III.\n\n[ II. 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 immediately 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\nV. Withdrawal from a limited liability company in accordance with paragraph II or III shall not constitute a breach of the limited liability company agreement.]\n\n120:31 Nature of Limited Liability Company Interest. Amend RSA 304-C:45 to read as follows:\n\n304-C:45 Nature of Limited Liability Company Interest. A limited liability company interest is intangible personal property. A member has no interest in limited liability company property. Rights and interests of members, other than their limited liability company interests, are personal and non-transferable except to the extent that a transferee may succeed to such rights and interests in conformity with RSA 304-C:46-49.\n\n120:32 Assignment of Limited Liability Company Interest. Amend the introductory paragraph of RSA 304-C:46, I to read as follows:\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, or as provided in RSA 304-C:48 and RSA 304-C:49, 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\n120:33 New Paragraph; Definition; Assign. Amend RSA 304-C:46 by in inserting after paragraph IV the following new paragraph:\n\nV. \"Assign\" or \"assignment\" includes a transfer by gift, bequest, devise, or descent and distribution.\n\n120:34 Limited Liability Companies; Right of Assignee to Become Member. Amend RSA 304-C:48, I to read as follows:\n\nI. An assignee of a limited liability company interest [ may] shall 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[.]; or\n\n(c) In the case of a single-member limited liability company only, upon a person succeeding to such interest of the member.\n\n120:35 Powers of Estate of Deceased or Incompetent Member. Amend RSA 304-C:49 to read as follows:\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]. Such member's rights shall be exercised in accordance with the limited liability company agreement and shall include any power under [ a] the limited liability company agreement, or this chapter, 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 for the purposes of winding up its affairs, unless provided otherwise in the limited liability company agreement.\n\n120:36 Limited Liability Company; Dissolution. Amend RSA 304-C:50 to read as follows:\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 30 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\n[ II.] The occurrence of events specified in a limited liability company agreement;\n\n[ III.] II. Unless otherwise provided in the limited liability company agreement, the vote or written consent of [ all] a majority of the members; or\n\n[ IV. 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\nIII. The issuance of a notice of administrative dissolution under RSA 304-C:53, I or entry of a decree of judicial dissolution under RSA 304-C:51.\n\n120:37 Limited Liability Company; Name. Amend RSA 304-C:66, I(b) to read as follows:\n\n(b) That the name under which a foreign limited liability company is registering must include the words \"limited liability company\" or the abbreviation \"L.L.C.\" or similar abbreviation;\n\n120:38 Limited Liability Companies; Certificate of Conversion; Fee. Amend RSA 304-C:81, I(c) to read as follows:\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, a certificate of conversion under RSA 304-C:17-a, 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\n120:39 Professional Limited Liability Company; Disqualified Person. Amend RSA 304-D:7, IV to read as follows:\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] cause cessation of membership for the purposes of RSA 304-C:27.\n\n120:40 Securities Registration. Amend RSA 421-B:11, II to read as follows:\n\nII. (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] registration as a foreign limited liability company under RSA 304-C, registration of a registered limited liability partnership or a notice of registration of a foreign registered limited liability partnership under RSA 304-A, or an application for registration of a foreign partnership under RSA 305-A, the following requirements shall be met:\n\n[ (a)] (1) 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, registered limited liability partnership, foreign registered limited liability 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, or are not securities under this chapter; and, in the case of a New Hampshire corporation, limited partnership, registered limited liability 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, registered limited liability partnership or limited liability company will be sold or offered for sale within the meaning of this chapter.\n\n[ (b)] (2) The statement shall be signed by the incorporators of a corporation to be formed, by an executive officer of an existing corporation, by the general partners or intended general partners if a limited partnership, by one or more members or managers authorized to do so if a limited liability company, or one or more partners authorized to do so if a registered limited liability partnership or foreign registered limited liability partnership.\n\n(b) Notwithstanding any provision of law to the contrary, the statement filed pursuant to this paragraph shall not by itself constitute a registration, or a notice of exemption from registration, of securities within the meaning of sections 448 and 461(i)(3) of the United States Internal Revenue Code and the regulations promulgated thereunder.\n\n120:41 Applicability. The amendment in section 30 of this act affecting RSA 304-C:41, I, shall not apply to New Hampshire limited liability companies formed prior to the effective date of section 30 until December 1, 1997; however, the amendments affecting RSA 304-C:41, II-V shall take effect as provided in section 43, paragraph I of this act.\n\n120:42 Repeal. RSA 304-C:18, III, relative to the definition of \"business entity,\" is repealed.\n\n120:43 Effective Date.\n\nI. Sections 15-22 and 24-41 of this act shall take effect 60 days after its passage.\n\nII. The remainder of this act shall take effect on the later of:\n\n(a) 60 days after its passage; or\n\n(b) The date the proposed amendments of regulations (PS-43-95), published in the Federal Register on May 10, 1996, relating to the classification of certain business organizations with an elective regime, are effective.\n\n(Approved: June 9, 1997)\n\n(Effective Date: I. Sections 15-22 and 24-41 shall take effect August 8, 1997.\n\nII. The remainder shall take effect on the later of:\n\n(a) August 8, 1997; or\n\n(b) The date the proposed amendments of regulations (PS 43-95), published in the Federal Register on May 10, 1996, relating to the classification of center business organizations with an elective regime, are effective)", "in_text": [], "chars": 104438}, "nver": 0, "namd": 0, "rsa": {"RSA 293-A:1.22": "/laws/293-a#s1.22", "RSA 293-A": "/laws/293-a", "RSA 293-A:11.03": "/laws/293-a#s11.03", "RSA 293-A:13.01": "/laws/293-a#s13.01", "RSA 304-C:17-a": "/laws/304-c", "RSA 293-A:13.30": "/laws/293-a#s13.30", "RSA 293-A:13.02": "/laws/293-a#s13.02", "RSA 304-A:44": "/laws/304-a#s44", "RSA 304-A:51": "/laws/304-a#s51", "RSA 304-A:54": "/laws/304-a#s54", "RSA 304-A": "/laws/304-a", "RSA 304-B": "/laws/304-b", "RSA 304-C": "/laws/304-c", "RSA 304-A:56": "/laws/304-a#s56", "RSA 304-A:61": "/laws/304-a#s61", "RSA 304-A:40": "/laws/304-a#s40", "RSA 304-A:10": "/laws/304-a#s10", "RSA 304-B:8": "/laws/304-b#s8", "RSA 421-B:13": "/laws/421-b", "RSA 304-B:13": "/laws/304-b#s13", "RSA 304-B:10": "/laws/304-b#s10", "RSA 304-B:11": "/laws/304-b#s11", "RSA 304-C:16-b": "/laws/304-c", "RSA 304-B:46": "/laws/304-b#s46", "RSA 304-B:47": "/laws/304-b#s47", "RSA 304-B:16-a": "/laws/304-b#s16-a", "RSA 304-B:16-d": "/laws/304-b#s16-d", "RSA 304-B:16-g": "/laws/304-b#s16-g", "RSA 304-B:16-e": "/laws/304-b#s16-e", "RSA 304-B:16-f": "/laws/304-b#s16-f", "RSA 304-B:16-k": "/laws/304-b#s16-k", "RSA 304-B:16-h": "/laws/304-b#s16-h", "RSA 304-B:16-l": "/laws/304-b#s16-l", "RSA 304-B:16-i": "/laws/304-b#s16-i", "RSA 304-B:16-m": "/laws/304-b#s16-m", "RSA 304-B:16-c": "/laws/304-b#s16-c", "RSA 304-B:64": "/laws/304-b#s64", "RSA 304-C:1": "/laws/304-c#s1", "RSA 304-C:2": "/laws/304-c#s2", "RSA 304-C:18": "/laws/304-c#s18", "RSA 304-C:12": "/laws/304-c#s12", "RSA 421-B:11": "/laws/421-b", "RSA 304-C:19": "/laws/304-c#s19", "RSA 304-C:22-b": "/laws/304-c", "RSA 304-C:22-e": "/laws/304-c", "RSA 304-C:22-c": "/laws/304-c", "RSA 304-C:22-d": "/laws/304-c", "RSA 304-C:22-i": "/laws/304-c", "RSA 304-C:22-f": "/laws/304-c", "RSA 304-C:22-j": "/laws/304-c", "RSA 304-C:22-g": "/laws/304-c", "RSA 304-C:22-k": "/laws/304-c", "RSA 304-C:22-a": "/laws/304-c#s22-a", "RSA 304-C:46": "/laws/304-c#s46", "RSA 304-C:23": "/laws/304-c#s23", "RSA 304-C:48": "/laws/304-c#s48", "RSA 304-C:24": "/laws/304-c#s24", "RSA 304-C:27": "/laws/304-c#s27", "RSA 304-C:49": "/laws/304-c#s49", "RSA 304-C:40": "/laws/304-c#s40", "RSA 304-C:41": "/laws/304-c#s41", "RSA 304-C:45": "/laws/304-c#s45", "RSA 304-C:46-49": "/laws/304-c", "RSA 304-C:50": "/laws/304-c#s50", "RSA 304-C:51": "/laws/304-c#s51", "RSA 304-C:53": "/laws/304-c#s53", "RSA 304-C:66": "/laws/304-c#s66", "RSA 304-C:81": "/laws/304-c#s81", "RSA 304-C:13": "/laws/304-c#s13", "RSA 304-C:21": "/laws/304-c#s21", "RSA 304-C:17": "/laws/304-c#s17", "RSA 304-C:59": "/laws/304-c#s59", "RSA 304-D:7": "/laws/304-d#s7", "RSA 305-A": "/laws/305-a"}, "amends": {"RSA 293-A:1.22": "/laws/293-a#s1.22", "RSA 293-A": "/laws/293-a", "RSA 293-A:13.01": "/laws/293-a#s13.01", "RSA 293-A:13.30": "/laws/293-a#s13.30", "RSA 293-A:13.02": "/laws/293-a#s13.02", "RSA 304-A:44": "/laws/304-a#s44", "RSA 304-A:51": "/laws/304-a#s51", "RSA 304-A:54": "/laws/304-a#s54", "RSA 304-A": "/laws/304-a", "RSA 304-B:8": "/laws/304-b#s8", "RSA 304-B:10": "/laws/304-b#s10", "RSA 304-B:11": "/laws/304-b#s11", "RSA 304-B:13": "/laws/304-b#s13", "RSA 304-B": "/laws/304-b", "RSA 304-B:64": "/laws/304-b#s64", "RSA 304-C:1": "/laws/304-c#s1", "RSA 304-C:2": "/laws/304-c#s2", "RSA 304-C:18": "/laws/304-c#s18", "RSA 304-C": "/laws/304-c", "RSA 304-C:19": "/laws/304-c#s19", "RSA 304-C:23": "/laws/304-c#s23", "RSA 304-C:24": "/laws/304-c#s24", "RSA 304-C:27": "/laws/304-c#s27", "RSA 304-C:40": "/laws/304-c#s40", "RSA 304-C:41": "/laws/304-c#s41", "RSA 304-C:45": "/laws/304-c#s45", "RSA 304-C:46": "/laws/304-c#s46", "RSA 304-C:48": "/laws/304-c#s48", "RSA 304-C:49": "/laws/304-c#s49", "RSA 304-C:50": "/laws/304-c#s50", "RSA 304-C:66": "/laws/304-c#s66", "RSA 304-C:81": "/laws/304-c#s81", "RSA 304-D:7": "/laws/304-d#s7", "RSA 421-B:11": "/laws/421-b"}, "changed": ["304-A:44", "304-A:51", "304-A:54", "304-A:56", "304-A:57", "304-A:58", "304-A:59", "304-A:60", "304-A:61", "304-A:62", "304-B:8", "304-B:10", "304-B:11", "304-B:13", "304-B:16-a", "304-B:16-b", "304-B:16-c", "304-B:16-d", "304-B:16-e", "304-B:16-f", "304-B:16-g", "304-B:16-h", "304-B:16-i", "304-B:16-j", "304-B:16-k", "304-B:16-l", "304-B:16-m", "304-B:16-n", "304-B:16-o", "304-B:64", "304-D:7"]}