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LIMITED LIABILITY DISSOLUTION PACKET - NEW HAMPSHIRE - Electronic Version STATUTORY REFERENCE New Hampshire Revised Statutes – Chapter 304C: Limited Liability Companies http://www.gencourt.state.nh.us/rsa/html/NHTOC/NHTOC-XXVIII-304-C.htm Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm * * * SELECTIONS FROM STATUTES What follows are selections from selected statutes of the New Hampshire Revised Statutes relating to dissolution of LLCs. We provide these selections to you for your convenience, as we feel they may be of interest and instructional value to you as you use this package. Please note that not all statutes are listed here, and of those that are listed, and some portions may be omitted, as indicated. Refer to the above link to view the complete statutes on-line. 304-C:50 Dissolution. A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: I. The occurrence of events specified in a limited liability company agreement; II. Unless otherwise provided in the limited liability company agreement, the vote or written consent of a majority of the members; or III. The issuance of a notice of administrative dissolution under RSA 304-C:53, I or entry of a decree of judicial dissolution under RSA 304-C:51. [Note: Judicial / administrative dissolution are beyond the scope of this package.] 304-C:56 Winding Up. Unless otherwise provided in a limited liability company agreement: I. The business or affairs of the limited liability company may be wound up: (a) By the members or managers who have authority pursuant to RSA 304-C:31 to manage the limited liability company prior to dissolution; or (b) If one or more of such members or managers have engaged in wrongful conduct, or upon other cause shown, by the superior court on application of any member or any member's legal representative or assignee in which case the superior court shall appoint a liquidating trustee. II. The persons winding up the business or affairs of the limited liability company, in the name of, and for and on behalf of, the limited liability company may: (a) Prosecute and defend suits; (b) Settle and close the business of the limited liability company; (c) Dispose of and transfer the property of the limited liability company; (d) Discharge the liabilities of the limited liability company; and (e) Distribute to the members any remaining assets of the limited liability company; All without affecting the liability of members and managers and without imposing liability on a liquidating trustee. 304-C:57 Agency Power of Managers or Members After Dissolution. I. Except as provided in paragraphs III, IV and V, after dissolution of the limited liability company, each of the members having authority to wind up the limited liability company's business and affairs can bind the limited liability company: (a) By any act appropriate for winding up the limited liability company's affairs or completing transactions unfinished at dissolution; and (b) By any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution. II. The filing of the certificate of cancellation shall be presumed to constitute notice of dissolution for purposes of subparagraph I(b). III. An act of a member which is not binding on the limited liability company pursuant to paragraph I is binding if it is otherwise authorized by the limited liability company. IV. An act of a member which would be binding under paragraph I or would be otherwise authorized but which is in contravention of a restriction on authority shall not bind the limited liability company to persons having knowledge of the restriction. V. If the certificate of formation vests management of the limited liability company in a manager or managers, a manager shall have the authority of a member provided for in paragraph I, and no member shall have such authority if the member is acting solely in the capacity of a member. 304-C:58 Distribution of Assets. I. Prior to making any distributions of assets to any members and managers upon the winding up of a limited liability company, the limited liability company or any person or persons authorized to wind up the limited liability company's affairs shall first obtain a certificate of dissolution from the department of revenue administration in accordance with RSA 77-A:18. II. Upon the winding up of a limited liability company, the assets shall be distributed as follows: (a) Payment, or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, members who are creditors in satisfaction of liabilities of the limited liability company; (b) Unless otherwise provided in a limited liability company agreement, to members and former members in satisfaction of liabilities for distributions under RSA 304-C:40 or RSA 304- C:41; and (c) Unless otherwise provided in a limited liability company agreement, to members first for the return of their contributions and second respecting their limited liability company interests, in the proportions in which the members share in distributions. 304-C:59 Certificate of Cancellation. [See form download page, below] After the dissolution of the limited liability company pursuant to RSA 304-C:50, the limited liability company shall file a certificate of cancellation with the secretary of state which shall set forth: I. The name of the limited liability company; II. The reason for filing the certificate of cancellation; III. The effective date (which shall be a date certain) of the certificate of cancellation if it is not to be effective upon the filing; and IV. Any other information the members or managers filing the certificate shall deem proper. 304-C:60 Known Claims Against Dissolved Limited Liability Company. I. Upon dissolution, a limited liability company may dispose of the known claims against it by filing a certificate of cancellation pursuant to RSA 304-C:59 and following the procedures described in this section. II. The limited liability company shall notify its known claimants in writing of the dissolution at any time after the effective date of dissolution. The written notice must: (a) Describe information that must be included in a claim; (b) Provide a mailing address where a claim may be sent; (c) State the deadline, which may not be fewer than 120 days after the later of the date of the written notice or the filing of the certificate of cancellation pursuant to RSA 304-C:59 by which the limited liability company must receive the claim; and (d) State that the claim will be barred if not received by the deadline. III. A claim against the limited liability company is barred: (a) If a claimant who was given written notice under paragraph II does not deliver the claim to the limited liability company by the deadline; (b) If a claimant whose claim was rejected by the limited liability company does not commence a proceeding to enforce the claim within 90 days after the date of the rejection notice. IV. For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. 304-C:61 Unknown Claims Against Dissolved Limited Liability Company. I. A limited liability company may publish notice of its dissolution pursuant to this section which requests that persons with claims against the limited liability company present them in accordance with the notice. II. The notice must: (a) Be published once in a newspaper of general circulation in the county where the limited liability company's principal office (or, if none in this state, its registered office) is located; (b) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (c) State that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced within 5 years after the later of the publication of the notice or the filing of the certificate of cancellation. III. If the limited liability company publishes a newspaper notice in accordance with paragraph II and files a certificate of cancellation pursuant to RSA 304-C:59, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the limited liability company within 5 years after the later of the publication date of the newspaper notice or the filing of the certificate of cancellation: (a) A claimant who did not receive written notice under RSA 304-C:60; (b) A claimant whose claim was timely sent to the limited liability company but not acted on; (c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. IV. A claim may be enforced under this section: (a) Against the limited liability company, to the extent of its undistributed assets; or (b) If the assets have been distributed in liquidation, against a member of the limited liability company to the extent of the member's pro rata share of the claim or the assets of the limited liability company distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member. * * * STEPS AND GUIDELINES TO DISSOLVE LLC 1. An event must occur, or a decision must be made by the LLC, to dissolve the LLC. See 304-C:50 , above. 2. Wind up the business of the LLC (as per 304-C:56 , above) and distribute the assets ( as per 304-C:58 , above). All outstanding debts should be paid at this time. 3. When these steps are completed, file the CERTIFICATE OF CANCELLATION form (see below) with the Corporation Division of the Department of State. This form must be submitted with one exact copy and a $35.00 filing fee payable to “State of New Hampshire.” Mail to the address on the form. 4. If desired, dispose of known and unknown claims against the LLC as per 304-C:60-61 , above. We advise prompt payment of all legitimate debts. If you feel a demanded debt is illegitimate, you should consult a local attorney. FORM DOWNLOAD LIMITED LIABILITY ARTICLES OF DISSOLUTION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/NH/NH-DissLLC.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. ~Thank you for using USLF~