New Hampshire State Statute Code

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293-A:2.01

Incorporators.

One or more persons may act as the incorporator or incorporators and incorporate a corporation by delivering articles of incorporation and the certification required by RSA 421-B:13, I-a(b) to the secretary of state for filing.

293-A:2.06

Bylaws

  1. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
  2. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

293-A:6.01

Authorized Shares

  1. The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by RSA 293-A:6.02.
  2. The articles of incorporation must authorize:
    1. One or more classes of shares that together have unlimited voting rights; and
    2. One or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.
  3. The articles of incorporation may authorize one or more classes of shares that:
    1. Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this chapter.
    2. Are redeemable or convertible as specified in the articles of incorporation:
      1. At the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event.
      2. For cash, indebtedness, securities, or other property.
      3. In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events.
    3. Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative.
    4. Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.
  4. The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive.

293-A:6.22

Liability of Shareholders.

  1. A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued under RSA 293-A:6.21 or specified in the subscription agreement under RSA 293-A:6.20.
  2. Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct.

293-A:8.01

Requirement for and Duties of Board of Directors

  1. Except as provided in RSA 293-A:7.32, each corporation shall have a board of directors.
  2. All corporate powers must be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under RSA 293-A:7.32.
  3. [Repealed.]

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LLC

304-C:25

Liability to Third Parties.

Except as otherwise provided by this chapter, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company; and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company.

304-C:31

Management of Limited Liability Company.

  1. A limited liability company agreement may provide for the management, in whole or in part, of a limited liability company by a manager or managers, who shall be chosen by the members in the manner provided in the limited liability company agreement. A manager shall hold the offices and have the responsibilities accorded to him by the members and set forth in a limited liability company agreement. A manager shall cease to be a manager as provided in a limited liability company agreement.
  2. In the event there is no provision for managers set forth in the limited liability company agreement, then the management of the limited liability company shall be vested in the members.
  3. A person who is both a manager and a member has the rights and powers and is subject to the restrictions and liabilities of a manager, and except as provided in a limited liability company agreement, also has the rights and powers, and is subject to the restrictions and liabilities, of a member to the extent of such person's participation in the limited liability company as a member.
  4. A member or manager shall be liable, responsible, and accountable in damages or as otherwise provided by law to the limited liability company or to the members of the limited liability company for any action taken or failure to act on behalf of the limited liability company, if such act constitutes gross negligence or willful misconduct.
  5. Subject to the liability of a member or manager for acts of gross negligence or willful misconduct provided for in paragraph IV, and unless otherwise provided in the limited liability company agreement:
    1. A member or manager shall not be liable, responsible, or accountable in damages or as otherwise provided by law to the limited liability company or to the members of the limited liability company for any action taken or failure to act on behalf of the limited liability company;
    2. Every member and manager must account to the limited liability company and hold as trustee for it any unfair or unreasonable profit or benefit derived by that person without the consent or ratification of more than 1/2 by number of the disinterested managers and members or other persons participating in the management of the business or affairs of the limited liability company, from:
      1. Transactions connected with the conduct or winding up of the limited liability company;
      2. Any use by the member or manager of the limited liability company's property, including, but not limited to, confidential or proprietary information of the limited liability company or other matters entrusted to the manager or member as a result of such status; or
      3. Any contract, lease, or license between the limited liability company and the member or manager or any entity in which the member or manager has a substantial pecuniary interest; or
    3. A member who is not a manager of a limited liability company in which management is vested in managers shall have no duties to the limited liability company or to the other members solely by reason of acting in the capacity of a member.
  6. Subject to the liability of a member or manager for acts of gross negligence or willful misconduct provided for in RSA 304-C:31, IV, a limited liability company agreement may eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in paragraph V.