This RSA section is an unofficial mirror, is not legal advice, and may be incomplete, outdated, or incorrectly processed.

RSA 304-C:209 · Effect of Domestication

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

Official source Copy section link

304-C:209 Effect of Domestication. –

Copy link

When a domestication of a foreign limited liability company in New Hampshire becomes effective:

Copy link

(a)

The title to all real and personal property, both tangible and intangible, of the limited liability company remains in the limited liability company without reversion or impairment and the domestication shall not be deemed to give rise to any transfer of real or personal property;

Copy link

(b)

The liabilities of the limited liability company remain the liabilities of the limited liability company;

Copy link

(c)

An action or proceeding pending against the limited liability company continues against the limited liability company as if the domestication had not occurred;

Copy link

(d)

The articles of domestication, or the certificate of formation and operating agreement attached to the articles of domestication, constitute the certificate of formation and operating agreement of a foreign limited liability company domesticating in this state;

Copy link

(e)

The membership rights of the limited liability company are reclassified into other membership rights, other securities, obligations, rights to acquire membership rights, or other securities of the limited liability company, or into cash or other property in accordance with the terms of the domestication as approved under the laws of the foreign jurisdiction, and the members are entitled only to the rights provided by those terms and under those laws; and

Copy link

(f)

The limited liability company is deemed to:

Copy link

(1)

Be formed under and subject to the organic law of this state for all purposes;

Copy link

(2)

Be the same limited liability company without interruption as the limited liability company that existed under the laws of the foreign jurisdiction; and

Copy link

(3)

Have been formed on the date it was originally formed in the foreign jurisdiction.

Copy link

II.

When a domestication of a domestic limited liability company in a foreign jurisdiction becomes effective, the foreign limited liability company is deemed to:

Copy link

(a)

Appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of members who exercise appraisal rights in connection with the domestication; and

Copy link

(b)

Agree that it will promptly pay the amount, if any, to which such members are entitled under RSA 304-C:160 through RSA 304-C:172.

Copy link

III.

The domestication of a domestic limited liability company as a foreign limited liability company shall not be deemed to give rise to any transfer of real or personal property.

Copy link

IV.

The owner liability of a member in a foreign limited liability company that is domesticated in this state shall be as follows:

Copy link

(a)

The domestication does not discharge any owner liability under the laws of the foreign jurisdiction to the extent any such owner liability arose before the effective time of the articles of domestication.

Copy link

(b)

The member shall not have owner liability under the laws of the foreign jurisdiction for any debt, obligation, or liability of the limited liability company that arises after the effective time of the articles of domestication.

Copy link

(c)

The provisions of the laws of the foreign jurisdiction shall continue to apply to the collection or discharge of any owner liability preserved by subparagraph (a), as if the domestication had not occurred.

Copy link

(d)

The member shall have whatever rights of contribution from other members as are provided by the laws of the foreign jurisdiction with respect to any owner liability preserved by subparagraph (a), as if the domestication had not occurred. Source. 2016, 246:11, eff. Aug. 9, 2016.

Copy link

Source note

Source. 2016, 246:11, eff. Aug. 9, 2016.

Source history

2016, 246:11, eff. Aug. 9, 2016

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