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Home » US Law » 2022 New Hampshire Revised Statutes » Title XXVIII - Partnerships » Title 304-B - Uniform Limited Partnership Act

Section 304-B:1 – Definitions.

    304-B:1 Definitions. – As used in this chapter, unless the context otherwise requires: I. "Certificate of limited partnership" means the certificate referred to in RSA 304-B:8, and the certificate as amended or restated. II. "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property […]

Section 304-B:10 – Cancellation of Certificate.

    304-B:10 Cancellation of Certificate. – A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the secretary of state and set forth: I. […]

Section 304-B:11 – Execution of Certificates.

    304-B:11 Execution of Certificates. – I. Each certificate required by this chapter to be filed in the office of the secretary of state shall be executed in the following manner: (a) An original certificate of limited partnership must be signed by all general partners; (b) A certificate of amendment must be signed by at […]

Section 304-B:12 – Execution by Judicial Act.

    304-B:12 Execution by Judicial Act. – If a person required by RSA 304-B:11 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior court to direct the execution of the certificate. If the court finds that it is […]

Section 304-B:13 – Filing in Office of Secretary of State.

    304-B:13 Filing in Office of Secretary of State. – I. One original and one exact or conformed copy 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 […]

Section 304-B:14 – Liability for False Statement in Certificate.

    304-B:14 Liability for False Statement in Certificate. – If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from: I. Any person who executes the certificate, or causes another to execute it on […]

Section 304-B:15 – Scope of Notice.

    304-B:15 Scope of Notice. – The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact. Source. […]

Section 304-B:16 – Delivery of Certificates to Limited Partners.

    304-B:16 Delivery of Certificates to Limited Partners. – Upon the return by the secretary of state pursuant to RSA 304-B:13 of a certificate marked "filed", the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the […]

Section 304-B:16-a – Merger.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]     304-B:16-a Merger. – I. 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 […]

Section 304-B:16-b – Approval of Conversion of a Limited Partnership.

    304-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 […]

Section 304-B:16-c – Definitions and Construction.

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Limited Partnership Act.]     304-B:16-c Definitions and Construction. – In this subdivision: I. "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 […]

Section 304-B:16-d – Dissenters’ Rights.

    304-B:16-d Dissenters’ Rights. – I. 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: (a) Consummation of a plan of merger to which the limited partnership is a party. (b) Consummation of a plan of conversion […]

Section 304-B:16-e – Notice of Dissenters’ Rights.

    304-B:16-e Notice of Dissenters’ Rights. – I. 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 […]

Section 304-B:16-f – Notice of Intent to Demand Payment.

    304-B:16-f Notice of Intent to Demand Payment. – I. 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: (a) Deliver to the limited partnership before the vote is […]

Section 304-B:16-g – Dissenters’ Notice.

    304-B:16-g Dissenters’ Notice. – I. 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. II. The dissenters’ notice must be […]

Section 304-B:16-h – Duty to Demand Payment.

    304-B:16-h Duty to Demand Payment. – I. 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. II. A limited partner who demands […]

Section 304-B:16-i – Payment.

    304-B:16-i Payment. – I. 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 […]

Section 304-B:16-j – Failure to Take Action.

    304-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 […]

Section 304-B:16-k – After-Acquired Limited Partnership Interests.

    304-B:16-k After-Acquired Limited Partnership Interests. – I. 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 […]

Section 304-B:16-l – Procedure if Limited Partner Dissatisfied With Payment of Offer.

    304-B:16-l Procedure if Limited Partner Dissatisfied With Payment of Offer. – I. 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), […]