RSA 304-D:7 · Members and Transfer of Interests; Certificates

304-D:7 Members and Transfer of Interests; Certificates. –

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I.

No person may be a member of a professional limited liability company except:

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(a)

Natural persons who are authorized by law in this state, any other state or territory of the United States or the District of Columbia, or any foreign country to render professional services permitted by the certificate of formation of the professional limited liability company;

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(b)

Professional limited liability companies, domestic or foreign, in which all the members are qualified persons with respect to the professional limited liability company;

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(c)

General partnerships in which all the partners are qualified persons with respect to the professional limited liability company; and

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(d)

Professional corporations, domestic or foreign, authorized by law in this state to render professional services permitted by the certificate of incorporation of the professional corporation.

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II.

Where deemed necessary by the licensing authority for any profession in order to prevent violations of the ethical standards of the profession, the licensing authority may by rule further restrict, condition, or abridge the requirements to be a member of professional limited liability companies. No such rule shall, of itself, have the effect of causing a member of a professional limited liability company at the time the rule becomes effective to become a disqualified person or of suspending the terms of any purchase, option or other agreement then in force providing for the purchase of a professional limited liability company interest by any person. Any membership that is in violation of this section or in violation of any rule adopted under this section shall be void.

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III.

A member of a professional limited liability company may transfer, assign or pledge the interest of that member in the professional limited liability company only to natural persons, professional limited liability companies, general partnerships and professional corporations qualified under this chapter to be members of a professional limited liability company. Any transfer, assignment or pledge of an interest in violation of this section shall be void; however, nothing contained in this section shall prohibit the transfer of an interest in a professional limited liability company by operation of law or court decree.

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IV.

A member of a professional limited liability company becoming a disqualified person, unless such disqualification is for less than 5 months from the date of disqualification, shall cause cessation of membership for the purposes of RSA 304-C:100. Source. 1993, 313:1. 1997, 120:39. 2012, 232:8, eff. Jan. 1, 2013.

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