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RSA 304-C:125 · Miscellaneous Rights, Duties, and Liabilities of Transferors and Transferees of Membership Rights

Title: XXVIII: PARTNERSHIPS
Chapter: 304-C · LIMITED LIABILITY COMPANIES
Status: current
Official source linked: Yes

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304-C:125 Miscellaneous Rights, Duties, and Liabilities of Transferors and Transferees of Membership Rights. –

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A transferee of a membership right who becomes a member shall hold and may exercise only the membership rights transferred to the transferee. Except as provided in paragraph II, a transferee of a membership right who becomes a member shall have only the duties and liabilities of a member to which the transferee is subject under the operating agreement or under this act.

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II.

Notwithstanding paragraph I, unless the operating agreement provides otherwise:

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(a)

Except as provided in subparagraph II(b), a transferee of membership rights who becomes a member shall not be liable for liabilities to the limited liability company or to other persons to which the transferor was subject before the transfer.

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(b)

A transferee of all of a member's membership rights who becomes a member shall be liable for the outstanding obligations of the transferor to make contributions to the limited liability company to which the transferor was subject before the transfer.

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(c)

Notwithstanding subparagraph (b), a transferee of all of a member's membership rights who becomes a member shall not be obligated for liabilities of the transferor to make contributions to the limited liability company that were unknown to the transferee at the time of the transfer and that the transferee could not reasonably ascertain from the operating agreement.

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(d)

A transferee of part or all of a member's membership rights who becomes a member shall not be liable for any obligation of the transferor to return to the limited liability company unlawful distributions to the transferor under RSA 304-C:93.

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III.

Unless the operating agreement provides otherwise, a transferor of part or all of the transferor's membership rights shall not be released from the liabilities of the transferor to the limited liability company or to other persons to which the transferor was subject before the transfer whether or not the transferee becomes a member. Source. 2012, 232:2, eff. Jan. 1, 2013. Charging Orders

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Source note

Source. 2012, 232:2, eff. Jan. 1, 2013. Charging Orders

Source history

2012, 232:2, eff. Jan. 1, 2013. Charging Orders

Related materials

Bill relationships

2026 HB186 reference
rganized under RSA 293-A or a limited liability company organized under to RSA 304-C, and may merge with a domestic business corporation organized under RSA 293-A or a limited liability company organized under RSA 304-C. 32 New Subparagraph; New Hampshire Business Corporation Act; Domestication and Conversion; Entity Conversion Authorized. ?Amend RSA 293-A:9.50 by inserting after paragraph (f) the following new subparagraph:
2026 HB186-FN-A reference
:1, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 and that acquires, possesses, cultivates, manufactures, delivers, transfers, transports, sells, supplies,
2026 HB54 reference
rganized under RSA 293-A or a limited liability company organized under to RSA 304-C, and may merge with a domestic business corporation organized under RSA 293-A or a limited liability company organized under RSA 304-C. 6 New SubParagraph; New Hampshire Business Corporation Act; Domestication and Conversion; Entity Conversion Authorized. ?Amend RSA 293-A:9.50 by inserting after paragraph (f) the following new subparagraph: (
2026 HB54-FN reference
X:1, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 and that acquires, possesses, cultivates, manufactures, delivers, transfers, transports, sells, supplies,
2026 SB479 reference
X:1, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 and that acquires, possesses, cultivates, manufactures, delivers, transfers, transports, sells, supplies,
2026 SB479-FN reference
X:1, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 and that acquires, possesses, cultivates, manufactures, delivers, transfers, transports, sells, supplies,
2026 SB644 reference
oreign partnership or such partners as set forth in title XXVIII. (E) “Member” means a person who has been admitted to a limited liability company as a member in accordance with RSA 304-C or in accordance with the laws of the state or foreign country or jurisdiction under which the limited liability company is organized. "Member" includes each member of a limited liability company, foreign limited liabi
2026 SB644-FN reference
oreign partnership or such partners as set forth in title XXVIII. (E) “Member” means a person who has been admitted to a limited liability company as a member in accordance with RSA 304-C or in accordance with the laws of the state or foreign country or jurisdiction under which the limited liability company is organized. "Member" includes each member of a limited liability company, foreign limited liabi
2026 SB651 reference
, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 that acquires, possesses, cultivates, manufactures, delivers, transfers, transports, sells, supplies, and
2026 SB651-FN-A reference
, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 that acquires, possesses, cultivates, manufactures, delivers, transfers, transports, sells, supplies, and