2010 New Hampshire Statutes
TITLE XXVIII PARTNERSHIPS
CHAPTER 304-C LIMITED LIABILITY COMPANIES
Section 304-C:27 Events of Dissociation.

304-C:27 Events of Dissociation. –
    I. A person ceases to be a member of a limited liability company upon the occurrence of one or more of the following events:
       (a) The member withdraws by voluntary act from the limited liability company as provided in paragraph III.
       (b) The member is removed as a member, if the limited liability company agreement neither provides for nor restricts removal of members, in accordance with RSA 304-C:27, IV.
       (c) The member is removed as a member, in accordance with a limited liability company agreement.
       (d) Unless otherwise provided in a limited liability company agreement or by the written consent of all members at the time, the member:
          (1) Makes an assignment for the benefit of creditors;
          (2) Files a voluntary petition in bankruptcy;
          (3) Is adjudicated a bankrupt or insolvent;
          (4) Files a petition or answer seeking for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;
          (5) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in any proceeding of this nature;
          (6) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member's properties;
          (7) If within 120 days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed; or
          (8) If within 120 days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the member or of all or any substantial part of his properties, the appointment is not vacated or stayed or if within 120 days after the expiration of any stay, the appointment is not vacated.
       (e) Unless otherwise provided in a limited liability company agreement or by the written consent of all members at the time, in the case of a member who is an individual:
          (1) The member's death; or
          (2) Except in the case of a single-member limited liability company, the entry of an order by a court of competent jurisdiction adjudicating the member incompetent to manage the member's person or estate.
       (f) Unless otherwise provided in a limited liability company agreement or by the written consent of all members at the time:
          (1) In the case of a member who is a trust or is acting as a member by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee.
          (2) In the case of a member that is a separate limited liability company, the dissolution and commencement of winding up of the separate limited liability company.
          (3) In the case of a member that is a corporation, the filing of a certificate of its dissolution or the equivalent for the corporation or the administrative or judicial dissolution of the corporation and the lapse of 90 days after notice to the corporation of such dissolution without reinstatement.
          (4) In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the limited liability company.
       (g) Unless otherwise provided in an agreement or by the written consent of all members at the time, in the case of a member that is a separate limited liability company, the dissolution and commencement of winding up of the separate limited liability company.
       (h) Unless otherwise provided in a limited liability company agreement or by the written consent of all members at the time, in the case of a member that is a corporation, the filing of a certificate of its dissolution or the equivalent for the corporation or the administrative or judicial dissolution of the corporation and the lapse of 90 days after notice to the corporation of such dissolution without reinstatement.
       (i) Unless otherwise provided in a limited liability company agreement or by the written consent of all members at the time, in the case of an estate, the distribution by the fiduciary of the estate's entire interest in the limited liability company.
    II. The members may provide in a limited liability company agreement for other events, the occurrence of which shall result in a person ceasing to be a member of the limited liability company.
    III. Unless a limited liability company agreement provides that a member has no power to withdraw by voluntary act from a limited liability company, the member may do so at any time by giving 30 days' written notice to the other members, or such other notice as is provided for in writing in the limited liability company agreement. If the member has the power to withdraw but the withdrawal is a breach of the limited liability company agreement, or the withdrawal occurs as a result of otherwise wrongful conduct of the member, the limited liability company may recover from the withdrawing member damages for breach of the limited liability company agreement or as a result of the wrongful conduct, including the reasonable costs of obtaining replacement of any services the withdrawn member was obligated to perform and may offset the damages against the amount otherwise distributable to him, in addition to pursuing any remedies provided for in the limited liability company agreement or otherwise available under applicable law. Unless otherwise provided in the limited liability company agreement, in the case of a limited liability company for a definite term or particular undertaking, a withdrawal by a member before the expiration of that term, other than a withdrawal pursuant to RSA 304-C:41, II, is a breach of the limited liability company agreement.
    IV. If a limited liability company agreement neither provides for nor restricts removal of members, a member or personal representative exercising powers of a member under RSA 304-C:49 may be removed for inability or unwillingness to exercise management responsibilities, actions beyond authority or contrary to the limited liability company agreement, or fraudulent or illegal actions in relation to the business and affairs of the company:
       (a) By a vote of no less than 2/3 by number of the other members acting reasonably and in good faith.
       (b) By a court of competent jurisdiction on petition of at least 2 members, or, in the case of a limited liability company with only 2 members, one of the members.

Source. 1993, 313:1. 1997, 120:26, 27, 28, eff. Aug. 8, 1997.