2010 New Hampshire Statutes
TITLE XXVIII PARTNERSHIPS
CHAPTER 304-C LIMITED LIABILITY COMPANIES
Section 304-C:22-m Procedures as to Assignees of Financial Rights.

304-C:22-m Procedures as to Assignees of Financial Rights. –
    I. When an assignment of all or a portion of limited liability company interest is in effect and a copy is delivered to the limited liability company prior to the action described in RSA 304-C:22-g, then as to that limited liability company interest the provisions of RSA 304-C:22-a through RSA 304-C:22-l must be followed subject to the requirements of this section.
    II. If the member has not ceased to be a member pursuant to RSA 304-C:46, II(b) prior to the action described in RSA 304-C:22-g, all rights to be exercised and actions to be taken by a member under RSA 304-C:22-b through RSA 304-C:22-l shall be taken by the member and not by an assignee of the member's limited liability company interest. As between the limited liability company and the assignees, the actions taken or omitted by the member bind the assignees, and the following requirements shall apply:
       (a) Instead of remitting a payment under RSA 304-C:22-g, the limited liability company shall forward to the dissenter member:
          (1) The materials described in RSA 304-C:22-g, II;
          (2) An offer to pay the amount listed in the materials, with that amount to be allocated among and paid to the member and the assignees of the limited liability company interest according to the terms in of the assignment reflected in the required records; and
          (3) A statement of that allocation.
       (b) If the dissenter member accepts the amount of the offer made under subparagraph (a) but disputes the allocation, the dissenter shall promptly so notify the limited liability company and within 60 days after the notification commence a proceeding and petition the court to determine the proper allocation. The member shall commence the proceeding in superior court of the county in which the principal office of the limited liability company (or if none, its registered office) is located, or in the case of a surviving foreign limited liability company or other entity that is complying with this section following a merger with or conversion of a limited liability company, the member shall commence the proceeding in superior court of the county in this state in which the last registered office of the limited liability company was located. The petition shall name as parties the member, the limited liability company and all assignees of the member's limited liability interest. Upon being served with the petition, the limited liability company shall promptly pay into the court the amount offered under paragraph II and shall then be dismissed from the proceeding.
       (c) If the dissenter considers the amount offered under subparagraph (a) inadequate, the dissenter may decline the offer and demand payment under RSA 304-C:22-j. If the dissenter makes demand for payment, RSA 304-C:22-k and RSA 304-C:22-l apply with the court having jurisdiction also to determine the correctness of the allocation.
       (d) If the member fails to act under either subparagraph (b) or (c), then:
          (1) As to the limited liability company, both the member and the assignees of the member's limited liability company interests are limited to the amount and allocation offered under subparagraph (a); and
          (2) The limited liability company discharges its obligation of payment by making payment according to the amount and allocation offered under subparagraph (a).
    III. If the member has ceased to be a member upon assignment of his limited liability company interest pursuant to RSA 304-C:46, II(b), the assignees of the member's limited liability company interest shall be entitled to exercise all rights of the member pursuant to RSA 304-C:22-b through RSA 304-C:22-l.

Source. 1997, 120:23, eff. Aug. 8, 1997.