2010 New Hampshire Statutes
TITLE XXVIII PARTNERSHIPS
CHAPTER 304-C LIMITED LIABILITY COMPANIES
Section 304-C:7 Nature of Business Permitted; Powers.

304-C:7 Nature of Business Permitted; Powers. –
    I. A limited liability company may be organized under this chapter for any lawful purpose except carrying on the business of banking, the construction and maintenance of railroads, the business of making contracts for the payment of money at a fixed date or upon the happening of some contingency, or the business of a trust, surety, indemnity or safe deposit company. If, however, the commissioner of the department of transportation enters an order finding that it shall be in the public good and subject to such terms and conditions as he may prescribe in the public interest, a limited liability company may be formed pursuant to this chapter to acquire, maintain, and operate any existing line or railroad or street railway within this state.
    II. Except as provided in a limited liability company agreement, every limited liability company has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power:
       (a) To sue and be sued, complain and defend in its name.
       (b) To have a seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it.
       (c) To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located.
       (d) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property.
       (e) To purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in or with shares or other interests in, or obligations of, any other entity.
       (f) To make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the limited liability company), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income.
       (g) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment.
       (h) To be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity.
       (i) To conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state.
       (j) To appoint employees and agents, define their duties, fix their compensation, and lend them money and credit.
       (k) To pay pensions and establish pension plans, pension trusts, profit sharing plans, bonus plans, option plans, and benefit or incentive plans for any or all of its current or former managers, employees, and agents.
       (l) To make donations for the public welfare or for charitable, scientific, or educational purposes.
       (m) To transact any lawful business that will aid governmental policy.
       (n) To make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the limited liability company.
    III. No act of a limited liability company and no conveyance or transfer of real or personal property to or by a limited liability company shall be invalid because the limited liability company was without capacity or power to do the act or to make or receive the conveyance or transfer, but the lack of capacity or power may be asserted:
       (a) In a proceeding by a member against a limited liability company to enjoin the doing of any act or the transfer of real or personal property by or to the limited liability company. If the unauthorized act or transfer sought to be enjoined is being, or is to be, performed or made under a contract to which the limited liability company is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of the contract, and in so doing may allow to the limited liability company or the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of the contract. Anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.
       (b) In a proceeding by the limited liability company, whether acting directly or through a receiver, trustee, or other legal representative, or through members in a representative suit, against the incumbent or former managers or members of the limited liability company.
       (c) In a proceeding by the attorney general, as provided in this chapter to dissolve the limited liability company, or in a proceeding by the attorney general to enjoin the limited liability company from the transaction of unauthorized business.

Source. 1993, 313:1. 1994, 19:1, eff. June 21, 1994.