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Home » US Law » 2022 New Hampshire Revised Statutes » Title XXVIII - Partnerships » Title 304-D - Professional Limited Liability Companies

Section 304-D:1 – Definition; Professional Service; Professional Limited Liability Companies.

    304-D:1 Definition; Professional Service; Professional Limited Liability Companies. – In this chapter: I. "Disqualified person" means a natural person, corporation, partnership, fiduciary, trust, association, government agency, or other entity which for any reason is or becomes ineligible under this chapter to be a member of a professional limited liability company. II. "Domestic professional limited […]

Section 304-D:10 – Professional Relationships; Privileged Communications.

    304-D:10 Professional Relationships; Privileged Communications. – I. The relationship between an individual performing professional services as a member, manager, or employee of a professional limited liability company, domestic or foreign, and a client or patient shall be the same as if the individual performed the services as a sole practitioner. II. The relationship between […]

Section 304-D:11 – Voting.

    304-D:11 Voting. – No proxy for the purpose of voting as a member or manager in a professional limited liability company shall be valid unless it is given to a qualified person. A voting trust with respect to voting in a professional limited liability company shall not be valid unless all the trustees and […]

Section 304-D:12 – Officers and Managers.

    304-D:12 Officers and Managers. – Except as otherwise provided by the licensing laws of this state and rules adopted under these laws or by any licensing authority in this state, each manager of a professional limited liability company, if any, and all the officers, if any, other than the secretary or an assistant secretary […]

Section 304-D:13 – Merger.

    304-D:13 Merger. – I. A professional limited liability company may merge with another professional limited liability company, domestic, or foreign, only if every member of each professional limited liability company is qualified to be a member of the surviving professional limited liability company. II. Upon the merger of a professional limited liability company, if […]

Section 304-D:14 – Termination of Professional Activities.

    304-D:14 Termination of Professional Activities. – If a professional limited liability company ceases to render professional services, it shall, within a reasonable period of time, either dissolve and liquidate or amend its certificate of formation to delete from its stated purposes the rendering of professional services and to conform to the requirements of the […]

Section 304-D:15 – Involuntary Dissolution.

    304-D:15 Involuntary Dissolution. – I. A professional limited liability company may be dissolved involuntarily by a decree of the superior court in an action filed by the attorney general when it is established that the professional limited liability company has failed to comply with any provision of this chapter applicable to it within 60 […]

Section 304-D:16 – Admission of Foreign Professional Limited Liability Companies.

    304-D:16 Admission of Foreign Professional Limited Liability Companies. – I. A foreign professional limited liability company shall be entitled to register to do business in this state only if: (a) The name of the foreign professional limited liability company meets the requirements of this chapter; (b) The foreign professional limited liability company is organized […]

Section 304-D:17 – Application for Certificate of Authority.

    304-D:17 Application for Certificate of Authority. – Application for registration to do business in this state by a foreign professional limited liability company shall be to the secretary of state. The application for the purpose of rendering professional services shall include a statement that all the members and managers and those of its officers […]

Section 304-D:18 – Revocation of Certificate of Authority.

    304-D:18 Revocation of Certificate of Authority. – I. The registration of a foreign professional limited liability company may be revoked by the secretary of state if the foreign professional limited liability company fails to comply with any provision of this chapter applicable to it. II. Each licensing authority in this state shall certify to […]

Section 304-D:19 – Annual Report.

    304-D:19 Annual Report. – The annual report of each domestic professional limited liability company and each foreign professional limited liability company registered to do business in this state filed with the secretary of state under the law in this state applicable to limited liability companies shall include a statement that all members and managers […]

Section 304-D:2 – Permissible Purposes of Professional Limited Liability Companies.

    304-D:2 Permissible Purposes of Professional Limited Liability Companies. – I. Except as provided in RSA 304-D:2, II, professional limited liability companies may be organized under this chapter only for the purpose of rendering professional services, including necessary related services, within a single profession. II. A professional limited liability company may be formed for the […]

Section 304-D:20 – Effect of RSA 304-C on This Chapter.

    304-D:20 Effect of RSA 304-C on This Chapter. – The provisions of RSA 304-C shall apply to professional limited liability companies, domestic and foreign, except to the extent that any such provision is inconsistent with any provision of this chapter. Source. 1993, 313:1, eff. July 1, 1993.

Section 304-D:3 – Prohibited Activities.

    304-D:3 Prohibited Activities. – A professional limited liability company shall not engage in any profession or business other than the profession or professions and businesses permitted by its certificate of formation, except that a professional limited liability company may invest its funds in real estate, mortgages, stocks, bonds or any other type of investment. […]

Section 304-D:4 – General Powers.

    304-D:4 General Powers. – A professional limited liability company shall have the powers enumerated in the laws of this state applicable to limited liability companies, except that a professional limited liability company may be a promoter, general partner, member, employee or manager only of a partnership, limited liability company, or corporation engaged only in […]

Section 304-D:5 – Rendering Professional Services.

    304-D:5 Rendering Professional Services. – A professional limited liability company, domestic or foreign, may render professional services in this state only through those persons permitted to render such services by the appropriate licensing authority. Nothing in this chapter shall be construed: I. To require that any person who is employed by a professional limited […]

Section 304-D:6 – Name of Professional Limited Liability Company.

    304-D:6 Name of Professional Limited Liability Company. – The name of a domestic professional limited liability company or of a foreign professional limited liability company authorized to transact business in this state: I. Shall end with one of the following words or abbreviations: " professional limited liability company " or " P.L.L.C. " or […]

Section 304-D:7 – Members and Transfer of Interests; Certificates.

    304-D:7 Members and Transfer of Interests; Certificates. – I. No person may be a member of a professional limited liability company except: (a) Natural persons who are authorized by law in this state, any other state or territory of the United States or the District of Columbia, or any foreign country to render professional […]

Section 304-D:8 – Death or Disqualification of a Member.

    304-D:8 Death or Disqualification of a Member. – Unless otherwise provided in the limited liability company agreement, upon the death of a member of a professional limited liability company, or if a member of a professional limited liability company becomes a disqualified person, or if an interest in a professional limited liability company is […]

Section 304-D:9 – Liability of Members and Employees.

    304-D:9 Liability of Members and Employees. – I. Any reference to a professional limited liability company in this section shall include both domestic and foreign professional limited liability companies. II. Every individual who renders professional services as a member, manager, or employee of a professional limited liability company shall be liable for any negligent […]