Revision: March 14, 2024, 11:16 a.m.
Rep. Turer, Rock. 6
March 11, 2024
2024-1060h
09/02
Amendment to HB 1082
Amend the bill by replacing section 1 with the following:
1 Professional Limited Liability Companies; Officers and Managers. Amend RSA 304-D:12 to read as follows:
304-D:12 Officers and Managers.
Except as otherwise provided by the licensing laws of this state and rules adopted under these laws or by any licensing authority in this state, each manager of a professional limited liability company, if any, and all the officers, if any, shall be qualified persons with respect to the professional limited liability company, with the exception of any of the following: [other than] the secretary or an assistant secretary, [and] the treasurer or an assistant treasurer, and/or the assistant manager in the case of a single-member professional limited liability company [shall be qualified persons with respect to the professional limited liability company]. In the case of a single-member professional limited liability company, unless the operating agreement provides otherwise, and subject to RSA 304-D:5, upon the manager’s death, incapacity, or becoming a disqualified person, the assistant manager may, for a period of up to one year after the date of the manager’s death, incapacity, or becoming a disqualified person, exercise all of the manager’s rights held by the manager immediately before the manager's death, incapacity, or becoming a disqualified person. Consistent with RSA 304-D:5, this section does not authorize the assistant manager to perform any professional duties or exercise any professional judgment within the scope of the subject profession. Nothing contained in this section shall supersede any professional or ethical standards or guidance governing the subject profession.
2024-1060h
AMENDED ANALYSIS
This bill amends the law to permit a single-member professional limited liability company to designate an assistant manager, who is not a qualified person, to manage the PLLC in the case of the death, incapacity, or disqualification of the manager for certain purposes.