New Hampshire Revised Statutes 304-C:22 – Permitted Powers
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I. Unless the operating agreement provides otherwise, every limited liability company shall have the power to do all things necessary or convenient to carry out its activities, business, and internal affairs, including the capacity to sue and be sued in its own name.
II. Except as provided in paragraph III, the validity of an action taken by a limited liability company may not be challenged on the ground that the limited liability company lacks or lacked power to act.
III. A limited liability company’s power to act may be challenged:
(a) In a proceeding by a member against the limited liability company to enjoin the act;
(b) In a proceeding by the limited liability company, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former member, manager, officer, employee, or agent of the company; or
(c) In a proceeding by the attorney general under N.H. Rev. Stat. § 304-C:135 to dissolve the limited liability company.
IV. In a member proceeding under N.H. Rev. Stat. § 304-C:22, III(a) to enjoin an unauthorized act of a limited liability company, the court may enjoin or set aside the act if to do so is equitable and if all affected persons are parties to the proceeding, and the court may award damages for loss, other than anticipated profits, suffered by the limited liability company or another party because of enjoining the unauthorized act.
II. Except as provided in paragraph III, the validity of an action taken by a limited liability company may not be challenged on the ground that the limited liability company lacks or lacked power to act.
Terms Used In New Hampshire Revised Statutes 304-C:22
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- Trustee: A person or institution holding and administering property in trust.
III. A limited liability company’s power to act may be challenged:
(a) In a proceeding by a member against the limited liability company to enjoin the act;
(b) In a proceeding by the limited liability company, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former member, manager, officer, employee, or agent of the company; or
(c) In a proceeding by the attorney general under N.H. Rev. Stat. § 304-C:135 to dissolve the limited liability company.
IV. In a member proceeding under N.H. Rev. Stat. § 304-C:22, III(a) to enjoin an unauthorized act of a limited liability company, the court may enjoin or set aside the act if to do so is equitable and if all affected persons are parties to the proceeding, and the court may award damages for loss, other than anticipated profits, suffered by the limited liability company or another party because of enjoining the unauthorized act.