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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:16-m – Court Action.

    304-B:16-m Court Action. – I. 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 […]

Section 304-B:16-n – Court Costs and Counsel Fees.

    304-B:16-n Court Costs and Counsel Fees. – I. 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 […]

Section 304-B:16-o – Procedures as to Assignees of Financial Rights.

    304-B:16-o Procedures as to Assignees of Financial Rights. – I. 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 […]

Section 304-B:17 – Admission of Limited Partners.

    304-B:17 Admission of Limited Partners. – I. A person becomes a limited partner: (a) At the time the limited partnership is formed; or (b) At any later time specified in the records of the limited partnership for becoming a limited partner. II. After the filing of a limited partnership’s original certificate of limited partnership, […]

Section 304-B:18 – Voting.

    304-B:18 Voting. – Subject to RSA 304-B:19, the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) upon any matter. Source. 1987, 349:1, eff. Jan. 1, 1988.

Section 304-B:19 – Liability to Third Parties.

    304-B:19 Liability to Third Parties. – I. Except as provided in paragraph IV, a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of […]

Section 304-B:2 – Name.

    304-B:2 Name. – I. The name of each limited partnership as set forth in its certificate of limited partnership: (a) Shall contain the words "limited partnership" or the abbreviation "L.P.", or similar abbreviation, as the last words of its name; and (b) May not contain the name of a limited partner unless (1) it […]

Section 304-B:20 – Person Erroneously Believing Himself a Limited Partner.

    304-B:20 Person Erroneously Believing Himself a Limited Partner. – I. Except as provided in paragraph II, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not […]

Section 304-B:21 – Information.

    304-B:21 Information. – Each limited partner has the right to: I. Inspect and copy any of the partnership records required to be maintained by RSA 304-B:5; and II. Obtain from the general partners from time to time upon reasonable demand (a) true and full information regarding the state of the business and financial condition […]

Section 304-B:22 – Admission of Additional General Partners.

    304-B:22 Admission of Additional General Partners. – After the filing of a limited partnership’s original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent […]

Section 304-B:23 – Events of Withdrawal.

    304-B:23 Events of Withdrawal. – Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events: I. The general partner withdraws from the limited partnership as provided in RSA 304-B:32; […]

Section 304-B:24 – General Powers and Liabilities.

    304-B:24 General Powers and Liabilities. – I. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions and liabilities of a partner in a partnership without limited partners. II. Except as provided in this chapter, […]

Section 304-B:25 – Contributions by General Partner.

    304-B:25 Contributions by General Partner. – A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as […]

Section 304-B:26 – Voting.

    304-B:26 Voting. – The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter. Source. 1987, 349:1, eff. Jan. 1, 1988.

Section 304-B:27 – Form of Contribution.

    304-B:27 Form of Contribution. – The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. Source. 1987, 349:1, eff. Jan. 1, 1988.

Section 304-B:28 – Liability for Contribution.

    304-B:28 Liability for Contribution. – I. A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner. II. Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to […]

Section 304-B:29 – Sharing of Profits and Losses.

    304-B:29 Sharing of Profits and Losses. – The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the […]

Section 304-B:3 – Reservation of Name.

    304-B:3 Reservation of Name. – I. The exclusive right to the use of a name may be reserved by: (a) Any person intending to organize a limited partnership under this chapter and to adopt that name; (b) Any domestic limited partnership or any foreign limited partnership registered in this state which, in either case, […]

Section 304-B:30 – Sharing of Distributions.

    304-B:30 Sharing of Distributions. – Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of […]

Section 304-B:31 – Interim Distributions.

    304-B:31 Interim Distributions. – Except as provided in this subdivision, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership […]