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2021 New Hampshire Revised Statutes
Title XXVIII - Partnerships
Title 304-C - Limited Liability Companies
Section 304-C:180 - Doing Business Without Registration.
Universal Citation: NH Rev Stat § 304-C:180 (2021)
304-C:180 Doing Business Without Registration. –
I. A foreign limited liability company doing business in New Hampshire may not maintain any action, suit or proceeding in New Hampshire until it has registered in New Hampshire and has paid all fees for the period during which it did business in New Hampshire while unregistered.
II. The failure of a foreign limited liability company to register in New Hampshire does not:
(a) Impair the validity of any contract or act of the foreign limited liability company.
(b) Impair the right of any other party to the contract to maintain any action, suit, or proceeding on the contract.
(c) Prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of New Hampshire.
III. A member or a manager of a foreign limited liability company is not liable for the obligations of the foreign limited liability company solely by reason of the limited liability company's having done business in New Hampshire without registration.
IV. A foreign limited liability company which does business in this state without registration shall be liable to the state for the years or parts of the year during which it transacted business in this state without registration in an amount equal to all fees which would have been imposed by this act upon that foreign limited liability company had it duly registered, and all penalties imposed by this act. The attorney general may bring proceedings to recover all amounts due this state under the provisions of this section.
I. A foreign limited liability company doing business in New Hampshire may not maintain any action, suit or proceeding in New Hampshire until it has registered in New Hampshire and has paid all fees for the period during which it did business in New Hampshire while unregistered.
II. The failure of a foreign limited liability company to register in New Hampshire does not:
(a) Impair the validity of any contract or act of the foreign limited liability company.
(b) Impair the right of any other party to the contract to maintain any action, suit, or proceeding on the contract.
(c) Prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of New Hampshire.
III. A member or a manager of a foreign limited liability company is not liable for the obligations of the foreign limited liability company solely by reason of the limited liability company's having done business in New Hampshire without registration.
IV. A foreign limited liability company which does business in this state without registration shall be liable to the state for the years or parts of the year during which it transacted business in this state without registration in an amount equal to all fees which would have been imposed by this act upon that foreign limited liability company had it duly registered, and all penalties imposed by this act. The attorney general may bring proceedings to recover all amounts due this state under the provisions of this section.
Source. 2012, 232:2, eff. Jan. 1, 2013.
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