304-C:116 Indemnification. – I. Except as provided in paragraph II, and subject to such standards and restrictions, if any, as are set forth in its operating agreement, a limited liability company may, and shall have the power to, indemnify any member or manager or other person made a party to a proceeding or threatened […]
304-C:117 Advancement of Legal Costs, Etc. – Subject to such standards and restrictions, if any, as are set forth in its operating agreement, a limited liability company may advance to members, managers, and other persons their costs, including legal fees, in defending themselves against claims arising from their relationship to the limited liability company: […]
304-C:118 Transfers, Etc.-Definitions. – I. A transfer of membership rights by a member shall mean any voluntary or involuntary transfer or other disposition of all or any part of those rights to another person, with or without consideration, including: (a) A transfer by sale, exchange, gift, or assignment; (b) A transfer, whether by will, […]
304-C:119 Nature of Membership Rights, Etc. – I. Membership rights in a limited liability company are intangible personal property. II. A member has no interest in limited liability company property. III. Unless the operating agreement provides otherwise, the membership rights of members, other than the members’ limited liability company interests, are personal and non-transferable […]
304-C:12 Limited Liability Company Interest. – " Limited liability company interest " means the right of a member to receive allocations of the profits or losses of a limited liability company and to receive distributions of the limited liability company’s cash and other assets. Source. 2012, 232:2, eff. Jan. 1, 2013.
304-C:120 Limited Liability Company Grants of Membership Rights. – Unless the operating agreement provides otherwise, after the formation of the limited liability company, the limited liability company shall not grant membership rights to a third party or additional membership rights to an existing member, except upon a unanimous vote of the members. Source. 2012, […]
304-C:121 Transfers of Membership Rights. – Unless the operating agreement provides otherwise, or as provided in RSA 304-C:123. I. No member shall transfer all or any part of the member’s membership rights to any transferee except upon a unanimous vote of the other members; and II. Notwithstanding the members’ voting in favor of the […]
304-C:122 Pledges of Membership Rights. – I. Unless the operating agreement or RSA 304-C:123 provide otherwise, no member shall pledge all or any part of the member’s membership rights to any person except upon a unanimous vote of the other members. II. Unless the operating agreement provides otherwise, the pledge of any or all […]
304-C:123 Transfers or Pledges of Limited Liability Company Interests. – I. Unless the operating agreement provides otherwise, a member may transfer or pledge a limited liability company interest, in whole or in part, without the vote of any other member. II. Unless the operating agreement or RSA 304-C:124 or RSA 304-C:125 provide otherwise, the […]
304-C:124 Right of Transferee of Limited Liability Company Interest or Other Membership Rights to Become a Member. – Notwithstanding any provision of RSA 304-C:46 to the contrary, unless the operating agreement or RSA 304-C:153 provide otherwise, a transferee of a limited liability company interest or other membership rights shall become a member, to the […]
304-C:125 Miscellaneous Rights, Duties, and Liabilities of Transferors and Transferees of Membership Rights. – I. A transferee of a membership right who becomes a member shall hold and may exercise only the membership rights transferred to the transferee. Except as provided in paragraph II, a transferee of a membership right who becomes a member […]
304-C:126 Charging Orders. – I. On application to a court of competent jurisdiction by any judgment creditor of (a) a member of a limited liability company (the "debtor-member") or (b) a transferee of all or any part of a member’s limited liability company interest (a "transferee"), the court may enter a charging order against […]
304-C:127 Effect of Dissolution of Limited Liability Company. – A limited liability company dissolved under this subdivision continues its existence as a limited liability company, but, on and after its dissolution, it may not carry on any business or other activity except that which is necessary to wind up and liquidate its business and […]
304-C:128 Dissolution, Winding Up and Liquidation-Definitions. – For purposes of this act, the following terms shall have the following meanings: I. Dissolution. The dissolution of a limited liability company shall mean a change of its purpose to that of a limited liability company that may not carry on any business or other activity except […]
304-C:129 Events of Dissolution-In General. – A limited liability company shall be dissolved and its business and other activities and its internal affairs shall be wound up upon the first to occur of the events set forth in this section. The effective date of each such dissolution shall be as set as follows: I. […]
304-C:13 Manager. – " Manager " means a person who is named or designated as a manager of a limited liability company in an operating agreement. Source. 2012, 232:2, eff. Jan. 1, 2013.
304-C:130 Revocation of Dissolution by Majority Vote of the Members. – I. Notwithstanding the dissolution of a limited liability company by majority vote of the members, and unless the operating agreement provides otherwise, a limited liability company shall not be dissolved and its internal affairs shall not be wound up if, before the filing […]
304-C:131 Non-Dissolution of Single-Member Limited Liability Company. – I. Unless the operating agreement provides otherwise, upon the death of an individual who is the only member of a limited liability company, the individual’s membership shall pass to the individual’s estate and the limited liability company shall not be dissolved. II. Unless the operating agreement […]
304-C:132 Non-Dissolution of Limited Liability Company Upon Member Dissociation. – I. Unless the operating agreement provides otherwise and except as provided in paragraph II: (a) The death, withdrawal, expulsion, bankruptcy, or dissolution of any member or the occurrence of any other event whose occurrence causes the dissociation of the member shall not cause the […]
304-C:133 Appointment of Successor Member Under Operating Agreement. – An operating agreement may provide for the admission of a substitute member upon the dissociation of the last remaining member of a limited liability company. Source. 2012, 232:2, eff. Jan. 1, 2013.
