2010 New Hampshire Statutes
TITLE XXVIII PARTNERSHIPS
CHAPTER 304-C LIMITED LIABILITY COMPANIES
Section 304-C:46 Assignment of Limited Liability Company Interest.

304-C:46 Assignment of Limited Liability Company Interest. –
    I. A limited liability company interest is assignable in whole or in part, except as provided in a limited liability company agreement. Except as otherwise provided in paragraphs I and II, or as provided in RSA 304-C:48 and RSA 304-C:49, the assignee of a member's limited liability company interest shall not be entitled to participate in the management and affairs of a limited liability company, or to exercise any rights or powers of a member. However, an assignee of a member's limited liability company interest may exercise the rights and powers of a member either:
       (a) Upon the approval of all of the members of the limited liability company other than the member assigning the limited liability company interest; or
       (b) To the extent provided in the limited liability company agreement, and upon compliance with any procedure provided for in the limited liability company agreement.
    II. Unless otherwise provided in a limited liability company agreement:
       (a) An assignment entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and
       (b) A member ceases to be a member and to have the power to exercise any rights or powers of a member upon assignment of all of his limited liability company interest. Unless otherwise provided in a limited liability company agreement, the pledge of, or granting of a security interest, lien or other encumbrance in or against, any or all of the limited liability company interest of a member shall not cause the member to cease to be a member or to cease to have the power to exercise any rights or powers of a member.
    III. A limited liability company agreement may provide that a member's interest in a limited liability company may be evidenced by a certificate of limited liability company interest issued by the limited liability company.
    IV. Unless otherwise provided in a limited liability company agreement and except to the extent assumed by agreement, until an assignee of a limited liability company interest becomes a member, the assignee shall have no liability as a member solely as a result of the assignment.
    V. "Assign'' or "assignment'' includes a transfer by gift, bequest, devise, or descent and distribution.

Source. 1993, 313:1. 1997, 120:32, 33, eff. Aug. 8, 1997.