New Hampshire Revised Statutes 304-C:125 – Miscellaneous Rights, Duties, and Liabilities of Transferors and Transferees of Membership Rights
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I. A transferee of a membership right who becomes a member shall hold and may exercise only the membership rights transferred to the transferee. Except as provided in paragraph II, a transferee of a membership right who becomes a member shall have only the duties and liabilities of a member to which the transferee is subject under the operating agreement or under this act.
II. Notwithstanding paragraph I, unless the operating agreement provides otherwise:
(a) Except as provided in subparagraph II(b), a transferee of membership rights who becomes a member shall not be liable for liabilities to the limited liability company or to other persons to which the transferor was subject before the transfer.
(b) A transferee of all of a member’s membership rights who becomes a member shall be liable for the outstanding obligations of the transferor to make contributions to the limited liability company to which the transferor was subject before the transfer.
(c) Notwithstanding subparagraph (b), a transferee of all of a member’s membership rights who becomes a member shall not be obligated for liabilities of the transferor to make contributions to the limited liability company that were unknown to the transferee at the time of the transfer and that the transferee could not reasonably ascertain from the operating agreement.
(d) A transferee of part or all of a member’s membership rights who becomes a member shall not be liable for any obligation of the transferor to return to the limited liability company unlawful distributions to the transferor under N.H. Rev. Stat. § 304-C:93.
III. Unless the operating agreement provides otherwise, a transferor of part or all of the transferor’s membership rights shall not be released from the liabilities of the transferor to the limited liability company or to other persons to which the transferor was subject before the transfer whether or not the transferee becomes a member.
II. Notwithstanding paragraph I, unless the operating agreement provides otherwise:
Terms Used In New Hampshire Revised Statutes 304-C:125
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
(a) Except as provided in subparagraph II(b), a transferee of membership rights who becomes a member shall not be liable for liabilities to the limited liability company or to other persons to which the transferor was subject before the transfer.
(b) A transferee of all of a member’s membership rights who becomes a member shall be liable for the outstanding obligations of the transferor to make contributions to the limited liability company to which the transferor was subject before the transfer.
(c) Notwithstanding subparagraph (b), a transferee of all of a member’s membership rights who becomes a member shall not be obligated for liabilities of the transferor to make contributions to the limited liability company that were unknown to the transferee at the time of the transfer and that the transferee could not reasonably ascertain from the operating agreement.
(d) A transferee of part or all of a member’s membership rights who becomes a member shall not be liable for any obligation of the transferor to return to the limited liability company unlawful distributions to the transferor under N.H. Rev. Stat. § 304-C:93.
III. Unless the operating agreement provides otherwise, a transferor of part or all of the transferor’s membership rights shall not be released from the liabilities of the transferor to the limited liability company or to other persons to which the transferor was subject before the transfer whether or not the transferee becomes a member.