Section 304-C:1 – Short Title.

    304-C:1 Short Title. – This act may be cited as the "New Hampshire Revised Limited Liability Company act" (the "act"). Source. 2012, 232:2, eff. Jan. 1, 2013.

Section 304-C:10 – Include.

    304-C:10 Include. – " Include " denotes a partial definition. Source. 2012, 232:2, eff. Jan. 1, 2013.

Section 304-C:100 – Statutory Events of Dissociation Applicable to all Members.

    304-C:100 Statutory Events of Dissociation Applicable to all Members. – Unless the operating agreement provides otherwise, an individual who is a member of a limited liability company shall be dissociated upon the occurrence of any of the following events: I. The member withdraws by voluntary act from the limited liability company as provided for […]

Section 304-C:101 – Additional Statutory Events of Dissociation Applicable to Members That are Entities.

    304-C:101 Additional Statutory Events of Dissociation Applicable to Members That are Entities. – Unless the operating agreement provides otherwise: I. A member that is a trust or is acting as a member by virtue of being a trustee of a trust shall be dissociated upon the termination of the trust, but not merely upon […]

Section 304-C:102 – Other Permissible Events of Dissociation.

    304-C:102 Other Permissible Events of Dissociation. – The members may provide in an operating agreement for events, the occurrence of which shall result in a person ceasing to be a member of the limited liability company. Source. 2012, 232:2, eff. Jan. 1, 2013.

Section 304-C:103 – Member Withdrawals.

    304-C:103 Member Withdrawals. – I. Unless the operating agreement provides otherwise, a member may withdraw from a limited liability company at any time by giving 30 days’ written notice to the other members, or such other notice as is provided for in writing in the operating agreement. II. If the member has the power […]

Section 304-C:104 – Judicial Removal of Member.

    304-C:104 Judicial Removal of Member. – I. An operating agreement may provide for the removal of a member by any method or procedure and for any reason. II. Unless the operating agreement provides a method or procedure and standard for removal of a member, then, on application by any member to the superior court […]

Section 304-C:105 – Distributions Upon Member Dissociation.

    304-C:105 Distributions Upon Member Dissociation. – I. Unless the operating agreement provides otherwise, any member, upon dissociation under RSA 304-C:100, RSA 304-C:101, or RSA 304-C:102, is entitled to receive any accrued distribution to which the member was entitled at the time of dissociation. II. Unless the operating agreement provides otherwise, a dissociating member is […]

Section 304-C:105-a – Right of Legal Representatives of Certain Dissociated Members to Exercise Members’ Membership Rights.

    304-C:105-a Right of Legal Representatives of Certain Dissociated Members to Exercise Members’ Membership Rights. – I. Unless the operating agreement provides otherwise, and subject to RSA 304-C:153, upon the dissociation of a member under RSA 304-C:100, V because of the member’s death, the member’s executor, administrator, guardian, conservator, or other legal representative may exercise […]

Section 304-C:106 – Application to Certain Members of Fiduciary Duties Applicable to Managers.

    304-C:106 Application to Certain Members of Fiduciary Duties Applicable to Managers. – Unless the operating agreement provides otherwise, the duties imposed on managers of limited liability companies under this subdivision shall apply also to: I. Members of member-managed multi-member limited liability companies; and II. Non-manager members of manager-managed multi-member limited liability companies to the […]

Section 304-C:107 – Expansion, Restriction and Elimination of Duties.

    304-C:107 Expansion, Restriction and Elimination of Duties. – To the extent that, at law or in equity, a member or manager or other person has duties, including fiduciary duties, to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by […]

Section 304-C:108 – Duty and Standard of Care.

    304-C:108 Duty and Standard of Care. – I. Unless the operating agreement provides otherwise, managers shall have a duty of care to the limited liability company and to the members. II. Unless the operating agreement provides otherwise, managers shall discharge their management duties with the care that a person in a like position would […]

Section 304-C:109 – Business Judgment Rule.

    304-C:109 Business Judgment Rule. – I. Unless the operating agreement provides otherwise, there shall be a rebuttable presumption that a manager has not breached the manager’s duty of care if, in the matter in question, the manager has acted: (a) In accordance with contractual good faith; (b) In a manner the manager reasonably believed […]

Section 304-C:11 – Limited Liability Company.

    304-C:11 Limited Liability Company. – " Limited liability company " and " domestic limited liability company " mean a limited liability company formed under this act. Source. 2012, 232:2, eff. Jan. 1, 2013.

Section 304-C:110 – Duty of Loyalty-in General.

    304-C:110 Duty of Loyalty-in General. – I. Unless the operating agreement provides otherwise, managers shall owe a duty of loyalty to the limited liability company and to the members. II. For purposes of this act, the duty of loyalty of managers shall mean their duty to act in a manner that they reasonably believe […]

Section 304-C:111 – Implied Contractual Covenant of Good Faith and Fair Dealing.

    304-C:111 Implied Contractual Covenant of Good Faith and Fair Dealing. – I. Managers shall comply with the implied contractual covenant of good faith and fair dealing. II. The implied contractual covenant of good faith and fair dealing shall include a duty to use reasonable efforts to meet the reasonable expectations of the limited liability […]

Section 304-C:112 – Defense of Reliance on Records of Limited Liability Company.

    304-C:112 Defense of Reliance on Records of Limited Liability Company. – In any matter relating to the limited liability company, a member or manager of a limited liability company shall be fully protected from liability to the limited liability company and to the members if the member or manager relies, in a manner consistent […]

Section 304-C:113 – Defense of Reliance on Certain Limited Liability Company Information and Opinions, Etc.

    304-C:113 Defense of Reliance on Certain Limited Liability Company Information and Opinions, Etc. – I. In any matter relating to the limited liability company, a manager of a limited liability company shall be fully protected from personal liability in relying, in accordance with contractual good faith, upon information, opinions, reports or statements presented to […]

Section 304-C:114 – Remedies for Breaches of Operating Agreements by Managers.

    304-C:114 Remedies for Breaches of Operating Agreements by Managers. – I. An operating agreement may provide that a manager who fails to perform in accordance with, or to comply with the terms and conditions of, the operating agreement shall be subject to specified penalties or specified consequences; and II. An operating agreement may provide […]

Section 304-C:115 – Exculpations-in General.

    304-C:115 Exculpations-in General. – An operating agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, including fiduciary duties, of a member, manager, or other person to a limited liability company or to another member or manager, or to another person that is […]