New Hampshire Revised Statutes 304-C:170 – Appraisal Actions
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I. If a demand for payment under N.H. Rev. Stat. § 304-C:169 remains unsettled, the limited liability company shall commence a proceeding within 60 days after receiving the payment demand and petition the superior court to determine the fair value of the limited liability company interest and accrued interest. If the limited liability company does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
II. The limited liability company shall commence the proceeding in superior court of the county where the limited liability company’s principal executive office or, if none in this state, its registered office, is located.
III. If the limited liability company is a surviving foreign entity without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic limited liability company merged or converted into with the foreign limited liability company was located.
IV. The limited liability company shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their limited liability company interests, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
V. The jurisdiction of the court in which the proceeding is commenced under paragraph I is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The dissenters shall be entitled to the same discovery rights as parties in other civil proceedings.
VI. Each dissenter made a party to the proceeding shall be entitled to judgment:
(a) For the amount, if any, by which the court finds the fair value of the dissenter’s membership rights plus accrued interest exceeds the amount paid by the limited liability company; or
(b) For the fair value, plus accrued interest, of such dissenter’s after-acquired membership rights for which the limited liability company elected to withhold payment under N.H. Rev. Stat. § 304-C:168.
VII. The limited liability company shall be entitled to judgment against each specific dissenter for the amount, if any, by which the court finds the fair value of such dissenter’s membership rights, plus accrued interest, is less than the amount paid by the limited liability company to each dissenter.
II. The limited liability company shall commence the proceeding in superior court of the county where the limited liability company’s principal executive office or, if none in this state, its registered office, is located.
Terms Used In New Hampshire Revised Statutes 304-C:170
- 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.
- Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- petition: when used in connection with the equity jurisdiction of the superior court, and referring to a document filed with the court, shall mean complaint, and "petitioner" shall mean plaintiff. See New Hampshire Revised Statutes 21:51
- 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
III. If the limited liability company is a surviving foreign entity without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic limited liability company merged or converted into with the foreign limited liability company was located.
IV. The limited liability company shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their limited liability company interests, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
V. The jurisdiction of the court in which the proceeding is commenced under paragraph I is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The dissenters shall be entitled to the same discovery rights as parties in other civil proceedings.
VI. Each dissenter made a party to the proceeding shall be entitled to judgment:
(a) For the amount, if any, by which the court finds the fair value of the dissenter’s membership rights plus accrued interest exceeds the amount paid by the limited liability company; or
(b) For the fair value, plus accrued interest, of such dissenter’s after-acquired membership rights for which the limited liability company elected to withhold payment under N.H. Rev. Stat. § 304-C:168.
VII. The limited liability company shall be entitled to judgment against each specific dissenter for the amount, if any, by which the court finds the fair value of such dissenter’s membership rights, plus accrued interest, is less than the amount paid by the limited liability company to each dissenter.