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2022 New Hampshire Revised Statutes
Title XXVIII - Partnerships
Title 304-C - Limited Liability Companies
Section 304-C:140 - Agency Power of Managers and Members After Limited Liability Company Dissolution.
Universal Citation: NH Rev Stat § 304-C:140 (2022)
304-C:140 Agency Power of Managers and Members After Limited Liability Company Dissolution. –
I. Unless the operating agreement or paragraphs II and III provide otherwise, after the dissolution of the limited liability company, each of the members having authority to wind up the limited liability company's business and internal affairs and to liquidate the limited liability company can bind the limited liability company:
(a) By any act appropriate for winding up and liquidating the limited liability company or for completing transactions unfinished at its dissolution; and
(b) By any act that would have bound the limited liability company if it had not been dissolved if the other party to the transaction does not have actual notice of the dissolution.
II. An act of a member which would be binding under paragraph I or would be otherwise authorized but which is in contravention of a restriction on authority in the operating agreement shall not bind the limited liability company to persons having actual knowledge of the restriction.
III. If the operating agreement of a limited liability company interest vests the management of the limited liability company in a manager or managers:
(a) A manager shall have the authority provided to members in RSA 304-C:139, I; and
(b) No member shall have this authority unless the member is also a manager.
I. Unless the operating agreement or paragraphs II and III provide otherwise, after the dissolution of the limited liability company, each of the members having authority to wind up the limited liability company's business and internal affairs and to liquidate the limited liability company can bind the limited liability company:
(a) By any act appropriate for winding up and liquidating the limited liability company or for completing transactions unfinished at its dissolution; and
(b) By any act that would have bound the limited liability company if it had not been dissolved if the other party to the transaction does not have actual notice of the dissolution.
II. An act of a member which would be binding under paragraph I or would be otherwise authorized but which is in contravention of a restriction on authority in the operating agreement shall not bind the limited liability company to persons having actual knowledge of the restriction.
III. If the operating agreement of a limited liability company interest vests the management of the limited liability company in a manager or managers:
(a) A manager shall have the authority provided to members in RSA 304-C:139, I; and
(b) No member shall have this authority unless the member is also a manager.
Source. 2012, 232:2, eff. Jan. 1, 2013.
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