New Hampshire Revised Statutes 304-C:101 – Additional Statutory Events of Dissociation Applicable to Members That are Entities
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Unless the operating agreement provides otherwise:
I. A member that is a trust or is acting as a member by virtue of being a trustee of a trust shall be dissociated upon the termination of the trust, but not merely upon the substitution of a new trustee.
II. A member that is a limited liability company that is dissolved by final judicial order under N.H. Rev. Stat. § 304-C:134 or under N.H. Rev. Stat. § 304-C:135 shall be dissociated on the date of the final judicial order.
III. A member that is a limited liability company that is dissolved under its operating agreement under N.H. Rev. Stat. § 304-C:129, II shall be dissociated on the date of dissolution under that agreement or, if the agreement provides no such date, 30 days after the date of the event or circumstance triggering the dissolution.
IV. A member that is a limited liability company that is dissolved by vote of its members under N.H. Rev. Stat. § 304-C:129, II shall be dissociated on the date of the vote.
V. A member that is a limited liability company that receives a notice of dissolution from the secretary of state under N.H. Rev. Stat. § 304-C:137, I shall be dissociated unless it is reinstated by the secretary of state within 90 days after the date of the notice. Unless the limited liability company is reinstated, the effective date of the dissociation shall be the 90th day after the date of the notice.
VI. A member that is a corporation shall be dissociated if it files articles of dissolution under N.H. Rev. Stat. § 293-A:14.01 or under N.H. Rev. Stat. § 293-A:14.02 and N.H. Rev. Stat. § 293-A:14.03. In either case, the effective date of the dissociation shall be the date on which the corporation files the articles.
VII. A member that is a corporation shall be dissociated if it is dissolved by final order of a court. Unless the corporation is reinstated, the effective date of the dissolution shall be the date of issuance of the order.
VIII. A member that is a corporation shall be dissociated if it receives a notice of dissolution from the secretary of state under N.H. Rev. Stat. § 293-A:14.21 and is not reinstated within 90 days after the date of the notice. The effective date of the dissociation shall be the 90th day after the corporation receives the notice.
IX. Other than as provided in N.H. Rev. Stat. § 304-C:153, an estate that is a member shall be dissociated upon the distribution by the estate’s fiduciary of the estate’s entire interest in the limited liability company.
I. A member that is a trust or is acting as a member by virtue of being a trustee of a trust shall be dissociated upon the termination of the trust, but not merely upon the substitution of a new trustee.
Terms Used In New Hampshire Revised Statutes 304-C:101
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Fiduciary: A trustee, executor, or administrator.
- state: when applied to different parts of the United States, may extend to and include the District of Columbia and the several territories, so called; and the words "United States" shall include said district and territories. See New Hampshire Revised Statutes 21:4
- Trustee: A person or institution holding and administering property in trust.
II. A member that is a limited liability company that is dissolved by final judicial order under N.H. Rev. Stat. § 304-C:134 or under N.H. Rev. Stat. § 304-C:135 shall be dissociated on the date of the final judicial order.
III. A member that is a limited liability company that is dissolved under its operating agreement under N.H. Rev. Stat. § 304-C:129, II shall be dissociated on the date of dissolution under that agreement or, if the agreement provides no such date, 30 days after the date of the event or circumstance triggering the dissolution.
IV. A member that is a limited liability company that is dissolved by vote of its members under N.H. Rev. Stat. § 304-C:129, II shall be dissociated on the date of the vote.
V. A member that is a limited liability company that receives a notice of dissolution from the secretary of state under N.H. Rev. Stat. § 304-C:137, I shall be dissociated unless it is reinstated by the secretary of state within 90 days after the date of the notice. Unless the limited liability company is reinstated, the effective date of the dissociation shall be the 90th day after the date of the notice.
VI. A member that is a corporation shall be dissociated if it files articles of dissolution under N.H. Rev. Stat. § 293-A:14.01 or under N.H. Rev. Stat. § 293-A:14.02 and N.H. Rev. Stat. § 293-A:14.03. In either case, the effective date of the dissociation shall be the date on which the corporation files the articles.
VII. A member that is a corporation shall be dissociated if it is dissolved by final order of a court. Unless the corporation is reinstated, the effective date of the dissolution shall be the date of issuance of the order.
VIII. A member that is a corporation shall be dissociated if it receives a notice of dissolution from the secretary of state under N.H. Rev. Stat. § 293-A:14.21 and is not reinstated within 90 days after the date of the notice. The effective date of the dissociation shall be the 90th day after the corporation receives the notice.
IX. Other than as provided in N.H. Rev. Stat. § 304-C:153, an estate that is a member shall be dissociated upon the distribution by the estate’s fiduciary of the estate’s entire interest in the limited liability company.