Revision: Dec. 20, 2017, 12:03 p.m.
SB 425 - AS INTRODUCED
SENATE BILL 425
SPONSORS: Sen. Innis, Dist 24; Sen. Gannon, Dist 23; Sen. Giuda, Dist 2; Sen. Reagan, Dist 17; Sen. Watters, Dist 4; Rep. Emerick, Rock. 21; Rep. Bean, Rock. 21; Rep. Janvrin, Rock. 20; Rep. Abrami, Rock. 19
This bill eliminates fiduciary rights of former members of limited liability companies and modifies requirements for limited liability company mergers.
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Explanation: Matter added to current law appears in bold italics.
Matter removed from current law appears [in brackets and struckthrough.]
Matter which is either (a) all new or (b) repealed and reenacted appears in regular type.
STATE OF NEW HAMPSHIRE
In the Year of Our Lord Two Thousand Eighteen
Be it Enacted by the Senate and House of Representatives in General Court convened:
304-C:99 Certain Effects of Dissociation[; Fiduciary Rights of Former Members].
I. If, after dissociation, a former member retains all or any part of the former member's limited liability company interest, the former member shall be entitled to the following rights:
(a) Subject to reasonable restrictions as determined from time to time by the limited liability company, the former member shall be entitled to inspect and copy at the former member's own expense all information reasonably relevant to allocations and distributions to the former member in respect of the former member's limited liability company interest.
(b) Unless the operating agreement provides otherwise, the former member may invoke the dispute resolution provisions of RSA 304-C:186 with respect to the former member's limited liability company interest.
II. Subject to any contrary provision in [paragraph IV or] RSA 304-C:106 through RSA 304-C:117 and unless the operating agreement provides otherwise, a member who has been dissociated from a limited liability company shall have no fiduciary or other duties to the limited liability company.
III. A person who has been dissociated from the limited liability company shall have no liabilities to the limited liability company except liabilities that accrued to the member before the member's dissociation and that were not discharged before or concurrent with the member's dissociation.
[IV. Unless the operating agreement provides otherwise, former members and transferees of the limited liability company interests of former members may claim in the superior court under the implied contractual covenant of good faith and fair dealing that they are entitled to fiduciary rights against the limited liability company and its members.]
304-C:155 Mergers of Limited Liability Companies [With Other Business Entities]--In General.
I. Unless the operating agreement provides otherwise and subject to any law applicable to other business entities or foreign limited liability companies that are parties to the merger, one or more domestic limited liability companies may merge with or into one or more foreign limited liability companies or domestic limited liability companies or other business entities [authorized by applicable statute to merge with a limited liability company], with [the limited liability company or other business entity, as the merger agreement shall provide,] any party to the merger being the surviving entity.
II. Rights or securities of or interests in a constituent entity may be exchanged for or converted into cash, property, obligations, rights, or securities of or interests in the surviving entity or of any other business entity.