2010 New Hampshire Statutes
TITLE XXVIII PARTNERSHIPS
CHAPTER 304-C LIMITED LIABILITY COMPANIES
Section 304-C:1 Definitions.

304-C:1 Definitions. – As used in this chapter, unless the context otherwise requires:
    I. "Bankruptcy'' means an event that causes a person to cease to be a member as provided in RSA 304-C:27, I(d).
    I-a. "Business entity'' means a domestic or foreign limited liability company, corporation, general partnership, limited partnership or nondepository trust company organized under RSA 392 or RSA 392-A.
    II. "Certificate of formation'' means the certificate referred to in RSA 304-C:12, and the certificate as amended.
    III. "Contribution'' means any cash, property, services rendered or a promissory note or other obligation to contribute cash or property or to perform services, that a person contributes to a limited liability company in his capacity as a member.
    IV. "Foreign limited liability company'' means a limited liability company formed under the laws of any state or under the laws of any foreign country or other foreign jurisdiction and denominated as such under the laws of such state or foreign country or other foreign jurisdiction.
    V. "Limited liability company'' and "domestic limited liability company'' mean a limited liability company formed under the laws of New Hampshire and having one or more members.
    VI. "Limited liability company agreement'' means a written agreement of the members or a document adopted by the sole member as to the affairs of a limited liability company and the conduct of its business. A limited liability company agreement or another written agreement or writing:
       (a) May provide that a person shall be admitted as a member of a limited liability company, or shall become an assignee of a limited liability company interest or other rights or powers of a member to the extent assigned, and shall become bound by the limited liability company agreement:
          (1) If such person (or a representative authorized by such person orally, in writing or by other action such as payment for a limited liability company interest) executes the limited liability company agreement or any other writing evidencing the intent of such person to become a member or assignee; or
          (2) Without such execution, if such person (or a representative authorized by such person orally, in writing or by other action such as payment for a limited liability company interest) complies with the conditions for becoming a member or assignee as set forth in the limited liability company agreement or any other writing and requests, orally, in writing or by other action such as payment for a limited liability company interest, that the records of the limited liability company reflect such admission or assignment; and
       (b) Shall not be unenforceable by reason of its not having been signed by a person being admitted as a member or becoming an assignee as provided in subparagraph (a), or by reason of its having been signed by a representative as provided in this chapter.
    VII. "Limited liability company interest'' means a member's share of the profits and losses of a limited liability company and a member's right to receive distributions of the limited liability company's assets.
    VIII. "Liquidating trustee'' means a person carrying out the winding up of a limited liability company.
    IX. "Manager'' means a person who is named as a manager of a limited liability company in or designated as a manager of a limited liability company pursuant to a limited liability company agreement or similar instrument under which the limited liability company is formed.
    X. "Member'' means a person who has been admitted to a limited liability company as a member as provided in RSA 304-C:23 or, in the case of a foreign limited liability company, in accordance with the laws of the state or foreign country or other foreign jurisdiction under which the foreign limited liability company is organized.
    XI. "Person'' means a natural person, partnership, whether general or limited and whether domestic or foreign, limited liability company, foreign limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
    XII. "Publicly traded limited liability company interest'' means any limited liability company interest that is:
       (a) Listed on a national securities exchange; or
       (b) Authorized for quotation on an inter-dealer quotation system of a registered national securities association.
    XIII. "State'' means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession, or other jurisdiction of the United States other than the state of New Hampshire.

Source. 1993, 313:1. 1997, 120:16, 17. 2003, 65:4, eff. July 26, 2003.