New Hampshire Revised Statutes 304-C:161 – Right of Members to Dissent-in General
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I. Unless the operating agreement provides otherwise, a member of a limited liability company is entitled to dissent from, and obtain payment of the fair value of the member’s limited liability company interest, upon any of the following actions:
(a) Consummation of a plan of merger to which the limited liability company is a party;
(b) Consummation of a plan of statutory conversion of the limited liability company to some other business form;
(c) An amendment to the operating agreement:
(1) Altering or abolishing a right in respect of distribution, other than alteration by dilution through the admission of other members or acceptance of contributions;
(2) Altering or abolishing a right to voluntarily withdraw; or
(3) Altering or abolishing any right of a member to vote on any matter, other than alteration by dilution through the admission of other members or acceptance of contributions.
II. A member entitled to dissent and obtain payment for such member’s limited liability company interest under this subdivision may not challenge the limited liability company action creating such member’s entitlement unless the action is unlawful or fraudulent with respect to the member or the limited liability company.
(a) Consummation of a plan of merger to which the limited liability company is a party;
Terms Used In New Hampshire Revised Statutes 304-C:161
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
- following: when used by way of reference to any section of these laws, shall mean the section next preceding or following that in which such reference is made, unless some other is expressly designated. See New Hampshire Revised Statutes 21:13
(b) Consummation of a plan of statutory conversion of the limited liability company to some other business form;
(c) An amendment to the operating agreement:
(1) Altering or abolishing a right in respect of distribution, other than alteration by dilution through the admission of other members or acceptance of contributions;
(2) Altering or abolishing a right to voluntarily withdraw; or
(3) Altering or abolishing any right of a member to vote on any matter, other than alteration by dilution through the admission of other members or acceptance of contributions.
II. A member entitled to dissent and obtain payment for such member’s limited liability company interest under this subdivision may not challenge the limited liability company action creating such member’s entitlement unless the action is unlawful or fraudulent with respect to the member or the limited liability company.