New Hampshire Revised Statutes 304-C:141 – Certificate of Dissolution; Distributions of Assets Upon Liquidation of Limited Liability Company
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I. Before making any distributions of assets to any members and managers upon the winding up of a limited liability company, the limited liability company or any person or persons authorized to wind up the limited liability company’s internal affairs shall first obtain a certificate of dissolution from the department of revenue administration in accordance with N.H. Rev. Stat. § 77-A:18.
II. Upon the completion of the winding up of a limited liability company, the assets of the limited liability company shall be distributed as follows:
(a) Payment, or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, members who are creditors in satisfaction of liabilities of the limited liability company;
(b) Unless an operating agreement provides otherwise, to members and former members in satisfaction of liabilities for distributions under N.H. Rev. Stat. § 304-C:94 and N.H. Rev. Stat. § 304-C:105; and
(c) Unless an operating agreement provides otherwise, to members first for the return of their contributions and second respecting their limited liability company interests.
III. Distributions to members and former members under subparagraph II(b) shall be allocated in accordance with N.H. Rev. Stat. § 304-C:95.
II. Upon the completion of the winding up of a limited liability company, the assets of the limited liability company shall be distributed as follows:
Terms Used In New Hampshire Revised Statutes 304-C:141
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- person: may extend and be applied to bodies corporate and politic as well as to individuals. See New Hampshire Revised Statutes 21:9
(a) Payment, or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, members who are creditors in satisfaction of liabilities of the limited liability company;
(b) Unless an operating agreement provides otherwise, to members and former members in satisfaction of liabilities for distributions under N.H. Rev. Stat. § 304-C:94 and N.H. Rev. Stat. § 304-C:105; and
(c) Unless an operating agreement provides otherwise, to members first for the return of their contributions and second respecting their limited liability company interests.
III. Distributions to members and former members under subparagraph II(b) shall be allocated in accordance with N.H. Rev. Stat. § 304-C:95.