PROFESSIONAL LIMITED LIABILITY COMPANY
STATE OF NEW HAMPSHIRE
Electronic Version
STATUTORY REFERENCE
New Hampshire Revised Statutes – Chapter 304-D – Professional Limited Liability Companies
http://www.gencourt.state.nh.us/rsa/html/NHTOC/NHTOC-XXVIII-304-D.htm
SELECTIONS FROM STATUTES
What follows are selections from selected statutes of New Hampshire Revised Statutes – Chapter 304-D –
Professional Limited Liability Companies. 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 from the Act are listed here, and of those that are listed, some parts of some statutes are
omitted, as indicated. Refer to the above link to view the Act in its entirety on-line.
304-D:1 - Definition; Professional Service; Professional Limited Liability Companies.
– In this chapter:
...
IV. "Licensing authority" means the officer, board, agency, court or other authority in this
state which has the power to license, register, certificate, or otherwise grant legal authorization to
render a professional service.
...
VI. "Professional service" means any service which may lawfully be rendered only by
certified public accountants, public accountants, architects, attorneys, podiatrists,
chiropractors, dentists, pharmacists, professional engineers, land surveyors, registered
professional nurses, optometrists, physicians and surgeons, psychologists, veterinarians,
and all other professionals licensed, registered, certified, or otherwise authorized and
permitted to practice independently ... .
304-D:7 - Members and Transfer of Interests; Certificates. –
I. No person may be a member of a professional limited liability company except:
(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;
(b) Professional limited liability companies, domestic or foreign, in which all the members
are qualified persons with respect to the professional limited liability company;
(c) General partnerships in which all the partners are qualified persons with respect to the
professional limited liability company; and
(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.
...
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.
304-D:9 - Liability of Members and Employees. –
I. Any reference to a professional limited liability company in this section shall include both
domestic and foreign professional limited liability companies.
II. Every individual who renders professional services as a member, manager, or employee of
a professional limited liability company shall be liable for any negligent or wrongful act or
omission in which he personally participates to the same extent as if he rendered the services as a
sole practitioner. A member, manager, or employee of a professional limited liability company
shall not be liable for the conduct of other members, managers, or employees unless he is at fault
in appointing, supervising, or cooperating with them.
III. Every professional limited liability company whose members, managers, or employees
perform professional services within the scope of their membership or employment or of their
apparent authority to act for the professional limited liability company shall be liable to the same
extent as its members, managers, and employees.
IV. Except as otherwise provided by law, the personal liability of a member, manager, or
employee of a professional limited liability company shall be no greater in any respect than that
of a member, manager, or employee of a professional limited liability company organized under
the laws of this state applicable to limited liability companies.
SPECIAL NOTE
Prior to filing your Certificate of Formation you must contact your Licensing
Authority and confirm that you meet all qualifications for forming a PLLC,
including any required certificates or other documentation.
STEPS TO FORM PLLC
Step 1: See FORM 1 - APPLICATION FOR RESERVATION OF NAME
It is recommended that you reserve a PLLC name in order to assure that your
Certificate of Formation are not rejected because the name you have selected is
not available.
You may skip this step and go to Step 2, but if the name you have selected is
not available, the Certificate of Formation will be rejected and returned to
you.
Download the Name Reservation form from the download page (below) and
reserve a Professional limited liability company name. Follow the instructions on
the form. (Use the limited liability company space, but use the abbreviation
P.L.L.C.)
You may call the Secretary of State’s office to check the availability of a name.
This information will not guarantee that a name will be available when you
choose to reserve or use it. A final decision regarding name availability will be
made when the application is submitted for filing. Telephone name searches are
only preliminary and do not guarantee the availability of the name .
Mail the original and one exact or conformed copy of the Application for
Reservation of Name along with the $15.00 filing fee (Make check payable to
the ‘State of New Hampshire’) to the address on the form.
Step 2: SEE FORM 2 – CERTIFICATE OF FORMATION & ‘FORM SRA’
Once you have reserved the company name, or if you have chosen to proceed
without reserving a name, you are ready to complete the Certificate of Formation.
Download the Certificate of Formation (including Form SRA) and follow the
instructions on the form.
Step 3: Mail the original and one exact or conformed copy of the CERTIFICATE OF
FORMATION and the original and one copy of FORM SRA and the TOTAL
fees of $100.00 filing fee (payable to State of New Hampshire) to:
Corporation Division
Department of State
107 North Main Street
Concord, NH 03301-4989
A sample transmittal letter to send with the Certificate of Formation and Form
SRA is included on the download page.
SEE FORM 3 – SAMPLE TRANSMITTAL LETTER
Step 4: Upon filing of the Certificate of Formation complete the Operating Agreement.
SEE FORM 4 – SAMPLE OPERATING AGREEMENT
Step 5: Apply for a Federal Tax Identification Number. This is done with form SS-4.
Mail to your regional IRS office.
SEE FORM 5 – IRS-SS-4 & IRS-SS-4-I (instructions)
Step 6: Open a bank account and conduct business.
* * *
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
FORMS DOWNLOAD
To access the download page please do the following:
IMPORTANT NOTE : WRITE DOWN THE USERNAME AND PASSWORD SHOWN
BELOW BECAUSE YOU WILL NEED TO ENTER IT EXACTLY (case sensitive) TO
DOWNLOAD THE FORMS.
The download page you will access by using the link below contains links to download the forms
for this package, as well as a brief description of each form. Once you reach the download page,
the easiest procedure to download the forms is to right-click on the form links and select “save
target as” to save each form to your hard drive.
To access the download page you are required to use the following login (PLEASE WRITE
THIS DOWN):
USERNAME: xfz333
PASSWORD: sky222
The download link can be accessed by any of the following methods:
- Copy the link below and paste into your browser URL location.
- Type the link below exactly (case sensitive) as shown into your browser.
- Click on the highlighted link below.
Download Link:
http://www.uslegalforms.com/data/corp/NH-00PLLC/NH-00PLLC.htm
http://www.uslegalforms.com/data/corp/NH-00PLLC/NH-00PLLC.htm
FORM 4
SAMPLE OPERATING AGREEMENT
This agreement is a sample operating agreement and should be modified to meet your needs. It
provides for the PLLC to be operated by one or more managers OR by the members. You will
have to decide how you want your PLLC to operate.
Fill in the name of your profession on numbers 7, 8, and 28.
Read carefully and make appropriate changes to suit your
individual needs and purposes.
OPERATING AGREEMENT
OF
______________________________________
AN NEW HAMPSHIRE PROFESSIONAL LIMITED LIABILITY COMPANY
THIS OPERATING AGREEMENT ("Agreement") is entered into the _____ day of
__________, 20___, by and between the following persons:
1. _______________________________________________________________
2. _______________________________________________________________
3. _______________________________________________________________
4. _______________________________________________________________
hereinafter, ("Members" or “Parties”).
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, the Parties covenant, contract and agree as follows:
ARTICLE I
FORMATION OF PROFESSIONAL LIMITED LIABILITY COMPANY
1. Formation of PLLC . The Parties have formed a New Hampshire professional limited
liability company named ___________________________________________________
("PLLC"). The operation of the PLLC shall be governed by the terms of this Agreement and the
applicable laws of the State of New Hampshire relating to the formation, operation and taxation
of a PLLC, including the New Hampshire Professional Limited Liability Company Act (New
Hampshire Revised Statutes, Title 28, Chapter 304D), hereinafter referred to as the "Act". To
the extent permitted by the Act, the terms and provisions of this Agreement shall control if there
is a conflict between such Act and this Agreement. The Parties intend that the PLLC shall be
taxed as a partnership. Any provisions of this Agreement, if any, that may cause the PLLC not
to be taxed as a partnership shall be inoperative.
2. Articles of Organization . The Members acting through one of its Members,
_____________________________________, filed Articles of Organization, ("Certificate") for
record in the office of the with the New Hampshire Secretary of State on
_________________________, thereby creating the PLLC.
3. Business . The business of the PLLC shall be:
a) _________________________________________________________
_________________________________________________________
_________________________________________________________
and
b) To conduct or promote any lawful businesses or purposes within New
Hampshire or any other jurisdiction which a professional limited liability
company is legally allowed to conduct or promote.
4. Registered Office and Registered Agent . The registered office and place of
business of the PLLC shall be ___________________________________________________
______________________________________ and the registered agent at such office shall be
__________________________________________________________________. The
Members may change the registered office and/or registered agent from time to time.
5. Duration . The PLLC will commence business as of the date of filing and will
continue in perpetuity.
6. Fiscal Year . The PLLC's fiscal and tax year shall end December 31.
ARTICLE II
MEMBERS
7. Initial Members . All initial members must be licensed to practice ____________
in New Hampshire. The initial members of the PLLC, their initial capital contributions,
and their percentage interest in the PLLC are:
Initial Percentage Interest Capital
Members in PLLC Contribution
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
8. Additional Members. All additional members must be licensed to practice
____________ in New Hampshire. Additional members may be admitted only upon the consent
of a majority of the Members and upon compliance with the provisions of this agreement.
ARTICLE III
MANAGEMENT
9. Management . The Members have elected to manage the PLLC as follows (check
as appropriate):
The management of the PLLC shall be vested in the Members without an
appointed manager. The members shall elect officers who shall manage the company. The
President and Secretary may act for and on behalf of the PLLC and shall have the power and
authority to bind the PLLC in all transactions and business dealings of any kind except as
otherwise provided in this Agreement.
The Members hereby delegate the management of the PLLC to Manager(s),
subject to the limitations set out in this agreement.
a) The Members shall elect and may remove the Manager(s) by majority
vote.
b) A Manager shall serve until a successor is elected by the Members.
c) The Manager(s) shall have the authority to take all necessary and proper
actions in order to conduct the business of the PLLC.
d) Except for decisions concerning distributions, any Manager can take any
appropriate action on behalf of the PLLC, including, but not limited to signing checks, executing
leases, and signing loan documents.
e) In determining the timing and total amount of distributions to the
Members, the action of the Manager shall be based on a majority vote of the Managers, with or
without a meeting.
f) The c ompensation to the Manager(s) shall be in the discretion of the
majority of the Members of the PLLC.
g) There shall be _________ initial Managers.
h) The initial Manager(s) is/are:
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
10. Officers and Relating Provisions . In the event the Members elect to manage the
PLLC, rather than appointing a manager, the Members shall appoint officers for the PLLC and
the following provisions shall apply:
(a) Officers . The officers of the PLLC shall consist of a president, a treasurer and
a secretary, or other officers or agents as may be elected and appointed by the Members. A
Member may hold more than one or all offices. The officers shall act in the name of the PLLC
and shall supervise its operation under the direction and management of the Members, as further
described below.
(b) Election and Term of Office . The officers of the PLLC shall be elected
annually by the Members by a majority vote. Vacancies may be filled or new offices created and
filled at any meeting of the Members. Each officer shall hold office until his/her death, until
he/she shall resign, or until he/she is removed from office. Election or appointment of an officer
or agent shall not of itself create a contract right.
(c) Removal . Any officer or agent may be removed by a majority of the
Members whenever they decide that the best interests of the Company would be served thereby.
Such removal shall be without prejudice to the contract rights, if any, of the person so removed.
(d) Vacancies . A vacancy is any office because of death, resignation, removal,
disqualification or otherwise may be filled by the Members for the unexpired portion of the term.
(e) President . The President shall be the chief executive officer of the PLLC and
shall preside at all meetings of the Members. The President shall have such other powers and
perform such duties as are specified in this Agreement and as may from time to time be assigned
by the Members of the PLLC.
(f) The Treasurer . The Treasurer shall be the chief financial officer of the PLLC.
The Treasurer shall not be required to give a bond for the faithful discharge of his/her duties. The
Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of
the PLLC; (ii) in the absence of the President, preside at meetings of the Members; (iii) receive
and give receipts for moneys due and payable to the PLLC from any source whatsoever, and
deposit all such moneys in the name of the PLLC in such banks, trust companies or other
depositaries as shall be selected by the Members of the PLLC; and (iv) in general perform all the
duties incident to the office of treasurer and such other duties as from time to time may be
assigned by the President or by the Members of the PLLC.
(g) Secretary . The secretary shall: (i) keep the minutes of the Members meetings
in one or more books provided for that purpose; (ii) see that all notices are duly given in
accordance with the provisions of this Agreement or as required by law; (iii) be custodian of
PLLC records; (iv) keep a register of the post office address of each Member; (v) certify the
Member’s resolutions; and other documents to the PLLC as true and correct; (vi) in the absence
of the President and Treasurer, preside at meetings of the Members and (vii) in general perform
all duties incident to the office of secretary and such other duties as from time as may be
assigned by the President or the Members.
11. Member Only Powers . Notwithstanding any other provision of this Agreement,
only a majority of the Members may: (a) sell or encumber (but not lease) any real estate owned
by the PLLC, or (b) incur debt, expend funds, or otherwise obligate the PLLC if the debt,
expenditure, or other obligation exceeds $_____________________.
ARTICLE IV
CONTRIBUTIONS, PROFITS, LOSSES, AND DISTRIBUTIONS
12. Interest of Members . Each Member shall own a percentage interest (sometimes
referred to as a share) in the PLLC. The Member’s percentage interest shall be based on the
amount of cash or other property that the Member has contributed to the PLLC and that
percentage interest shall control the Member’s share of the profits, losses, and distributions of the
PLLC.
13. Contributions . The initial contributions and initial percentage interest of the
Members are as set out in this Agreement.
14. Additional Contributions . Only a majority of the Members of the PLLC may call
on the Members to make additional cash contributions as may be necessary to carry on the
PLLC's business. The amount of any additional cash contribution shall be based on the
Member's then existing percentage interest. To the extent a Member is unable to meet a cash
call, the other Members can contribute the unmet call on a pro rata basis based on the Members'
percentage interests at that time, and the percentage interest of each Member will be adjusted
accordingly.
15. Record of Contributions/Percentage Interests . This Agreement, any
amendment(s) to this Agreement, and all Resolutions of the Members of the PLLC shall
constitute the record of the Members of the PLLC and of their respective interest therein.
16. Profits and Losses . The profits and losses and all other tax attributes of the PLLC
shall be allocated among the Members on the basis of the Members' percentage interests in the
PLLC.
17. Distributions . Distributions of cash or other assets of the PLLC (other than in
dissolution of the PLLC) shall be made in the total amounts and at the times as determined by a
majority of the Members. Any such distributions shall be allocated among the Members on the
basis of the Members' percentage interests in the PLLC.
18. Change in Interests . If during any year there is a change in a Member's
percentage interest, the Member's share of profits and losses and distributions in that year shall
be determined under a method which takes into account the varying interests during the year.
ARTICLE V
VOTING; CONSENT TO ACTION
19. Voting by Members . Members shall be entitled to vote on all matters which
provide for a vote of the Members in accordance with each Member’s percentage interest.
20. Majority Required . Except as otherwise provided and delegated to the Officers or
Managers, a majority of the Members, based upon their percentage ownership, is required for
any action.
21. Meetings - Written Consent . Action of the Members or Officers may be
accomplished with or without a meeting. If a meeting is held, evidence of the action shall be by
Minutes or Resolution reflecting the action of the Meeting, signed by a majority of the Members,
or the President and Secretary. Action without a meeting may be evidenced by a written consent
signed by a majority of the Members, or the President and Secretary.
22. Meetings . Meetings of the Members may be called by any Member owning 10%
or more of the PLLC, or, if Managers were selected, by any Manager of the PLLC, or if Officers
were elected, by any officer.
23. Majority Defined . As used throughout this agreement the term “Majority” of the
Members shall mean a majority of the ownership interest of the PLLC as determined by the
records of the PLLC on the date of the action.
ARTICLE VI
DUTIES AND LIMITATION OF LIABILITY MEMBERS, OFFICERS, AND PERSONS
SERVING ON ADVISORY COMMITTEES; INDEMNIFICATION
24. Duties of Members: Limitation of Liability . The Members, Managers and officers
shall perform their duties in good faith, in a manner they reasonably believe to be in the best
interests of the PLLC, and with such care as an ordinarily prudent person in a like position would
use under similar circumstances. No Member or officer, by reason of being or having been a
Member or officer, shall be liable to the PLLC or to any other Member or officer for any loss or
damage sustained by the PLLC or any other Member or officer unless the loss or damage shall
have been the result of fraud, deceit, gross negligence, willful misconduct, or a wrongful taking
by that Member or officer.
25. Members Have No Exclusive Duty to PLLC . The Members shall not be required
to participate in the PLLC as their sole and exclusive business. Members may have other
business interests and may participate in other investments or activities in addition to those
relating to the PLLC. No Member shall incur liability to the PLLC or to any other Member by
reason of participating in any such other business, investment or activity.
26. Protection of Members and Officers .
(a) As used herein, the term “Protected Party” refers to the Members and officers
of the Company.
(b) To the extent that, at law or in equity, a Protected Party has duties (including
fiduciary duties) and liabilities relating thereto to the PLLC or to any other Protected Party, a
Protected Party acting under this Agreement shall not be liable to the PLLC or to any other
Protected Party for good faith reliance on:
(i) the provisions of this Agreement;
(ii) the records of the PLLC; and/or
(iii) such information, opinions, reports or statements presented to the
PLLC by any person as to matters the Protected Party reasonably believes are within such other
person’s professional or expert competence and who has been selected with reasonable care by
or on behalf of the PLLC.
(c) The provisions of this Agreement, to the extent that they restrict the duties
and liabilities of a Protected Party to the PLLC or to any other Protected Party otherwise existing
at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of
such Protected Party.
27. Indemnification and Insurance .
(a) Right to Indemnification .
(i) Any person who is or was a member or officer of
the PLLC and who is or may be a party to any civil action because of his/her
participation in or with the PLLC, and who acted in good faith and in a manner
which he/she reasonably believed to be in, or not opposed to, the best interests of
the PLLC may be indemnified and held harmless by the PLLC.
(ii) Any person who is or was a member or officer of
the PLLC and who is or may be a party to any criminal action because of his/her
participation in or with the PLLC, and who acted in good faith and had reasonable
cause to believe that the act or omission was lawful, may be indemnified and held
harmless by the PLLC.
(b) Advancement of Expenses . Expenses (including attorney’s fees) incurred
by an indemnified person in defending any proceeding shall be paid in advance of the
proceedings conclusion. Should the indemnified member or officer ultimately be determined to
not be entitled to indemnification, that member or officer agrees to immediately repay to PLLC
all funds expended by the PLLC on behalf of the member or officer.
(c) Non-Exclusivity of Rights . The right to indemnification and payment of
fees and expenses conferred in this section shall not be exclusive of any right which any person
may have or hereafter acquire under any statute, provision of this Agreement, contract,
agreement, vote of Members or otherwise. The Members and officers are expressly authorized to
adopt and enter into indemnification agreements for Members and officers.
(d) Insurance . The Members may cause the PLLC to purchase and maintain
insurance for the PLLC, for its Members and officers, and/or on behalf of any third party or
parties whom the members might determine should be entitled to such insurance coverage.
(e) Effect of Amendment . No amendment, repeal or modification of this
Article shall adversely affect any rights hereunder with respect to any action or omission
occurring prior to the date when such amendment, repeal or modification became effective.
ARTICLE VII
MEMBERS INTEREST TERMINATED
28. Termination of Membership . A Member’s interest in the PLLC shall cease upon
the occurrence of one or more of the following events:
(a) A Member provided notice of withdrawal to the PLLC thirty (30) days in
advance of the withdrawal date. Withdrawal by a Member is not a breach of this Agreement
(b) A Member assigns all of his/her interest to a qualified third party.
(c) A Member dies or is disqualified from the practice of _______________.
(d) There is an entry of an order by a court of competent jurisdiction adjudicating
the Member incompetent to manage his/her person or his/her estate.
(e) In the case of an estate that is a Member, the distribution by the fiduciary
of the estate's entire interest in the PLLC.
(f) A Member, without the consent of a majority of the Members: (1) makes an
assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is
adjudicated a bankrupt or insolvent; (4) files a petition or answer seeking for himself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief
under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against him in any proceeding of the nature
described in this paragraph; (6) seeks, consents to, or acquiesces in the appointment of a trustee,
receiver, or liquidator of the Member or of all or any substantial part of his properties; or (7) if
any creditor permitted by law to do so should commence foreclosure or take any other action to
seize or sell any Member's interest in the PLLC.
(g) If within one hundred twenty (120) days after the commencement of any
action against a Member seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any statute, law, or regulation, the action has not
been dismissed and/or has not been consented to by a majority of the members.
(h) If within ninety (90) days after the appointment, without a member’s consent
or acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any substantial
part of the member’s properties, said appointment is not vacated or within ninety (90) days after
the expiration of any stay, the appointment is not vacated and/or has not been consented to by a
majority of the members.
(i) Any of the events provided in applicable code provisions that are not
inconsistent with the dissociation events identified above.
29. Effect of Dissociation . Any dissociated Member shall not be entitled to receive
the fair value of his PLLC interest solely by virtue of his dissociation. A dissociated Member that
still owns an interest in the PLLC shall be entitled to continue to receive such profits and losses,
to receive such distribution or distributions, and to receive such allocations of income, gain, loss,
deduction, credit or similar items to which he would have been entitled if still a Member. For all
other purposes, a dissociated Member shall no longer be considered a Member and shall have no
rights of a Member.
ARTICLE VIII
RESTRICTIONS ON TRANSFERABILITY OF PLLC INTEREST;
SET PRICE FOR PLLC INTEREST
30. PLLC Interest . The PLLC interest is personal property. A Member has no
interest in property owned by the PLLC.
31. Encumbrance . A Member can encumber his PLLC interest by a security interest
or other form of collateral only with the consent of a majority of the other Members. Such
consent shall only be given if the proceeds of the encumbrance are contributed to the PLLC to
respond to a cash call of the PLLC.
32. Sale of Interest . A Member can sell his PLLC interest only as follows:
(a) If a Member desires to sell his/her interest, in whole or in part, he/she shall
give written notice to the PLLC of his desire to sell all or part of his/her interest and must first
offer the interest to the PLLC. The PLLC shall have the option to buy the offered interest at the
then existing Set Price as provided in this Agreement. The PLLC shall have thirty (30) days
from the receipt of the assigning Member's notice to give the assigning Member written notice of
its intention to buy all, some, or none of the offered interest. The decision to buy shall be made
by a majority of the other Members. Closing on the sale shall occur within sixty (60) days from
the date that the PLLC gives written notice of its intention to buy. The purchase price shall be
paid in cash at closing unless the total purchase price is in excess of $_______________ in
which event the purchase price shall be paid in __________ (____) equal quarterly installments
beginning with the date of closing. The installment amounts shall be computed by applying the
following interest factor to the principal amount: interest compounded quarterly at the Quarterly
Federal Short-Term Rate existing at closing under the Applicable Federal Rates used for
purposes of Internal Revenue Code § 1 274(d), or any successor provision.
(b) To the extent the PLLC does not buy the offered interest of the selling
Member, the other Members shall have the option to buy the offered interest at the Set Price on a
pro rata basis based on the Members' percentage interests at that time. If Member does not desire
to buy up to his/her proportional part, the other Members can buy the remaining interest on the
same pro rata basis. Members shall have fifteen (15) days from the date the PLLC gives its
written notice to the selling Member to give the selling Member notice in writing of their
intention to buy all, some, or none of the offered interest. Closing on the sales shall occur within
sixty (60) days from the date that the Members give written notice of their intention to buy. The
purchase price from each purchasing Member shall be paid in cash at closing.
(c) To the extent the PLLC or the Members do not buy the offered interest, the
selling Member can then assign the interest to a non-member. The selling Member must close
on the assignment within ninety (90) days of the date that he gave notice to the PLLC. If he does
not close by that time, he must again give the notice and options to the PLLC and the PLLC
Members before he sells the interest.
(d) The selling Member must close on the assignment within ninety (90) days of
the date that he gave notice to the PLLC. If he does not close by that time, he must again give
the notice and options to the PLLC and the PLLC Members before he sells the interest.
(e) A non-member purchaser of a member’s interest cannot exercise any rights of
a Member unless a majority of the non-selling Members consent to him becoming a Member.
The non-member purchaser will be entitled, however, to share in such profits and losses, to
receive such distributions, and to receive such allocation of income, gain, loss, deduction, credit
or similar items to which the selling member would be entitled, to the extent of the interest
assigned, and will be subject to calls for contributions under the terms of this Agreement. The
purchaser, by purchasing the selling member’s interest, agrees to be subject to all the terms of
this Agreement as if he were a Member.
33. Set Price . The Set Price for purposes of this Agreement shall be the price fixed
by consent of a majority of the Members. The Set Price shall be memorialized and made a part
of the PLLC records. The initial Set Price for each Member's interest is the amount of the
Member's contribution(s) to the PLLC as provided above, as updated in accordance with the
terms hereof. Any future changes in the Set Price by the Members shall be based upon net
equity in the assets of the PLLC (fair market value of the assets less outstanding indebtedness),
considering the most recent appraisal obtained by the PLLC for its assets, as may be adjusted by
the Members in their discretion. The initial Set Price shall be adjusted upon demand by a
Member but not more than once a year unless all Members consent. This basis for determining
the Set Price shall remain in effect until changed by consent of a majority of the Members. The
Members will consider revising the basis for determining the Set Price at least annually.
ARTICLE IX
OBLIGATION TO SELL ON A DISSOCIATION
EVENT CONCERNING A MEMBER
34. Dissociation . Except as otherwise provided, upon the occurrence of a dissociation
event with respect to a Member, the PLLC and the remaining Members shall have the option to
purchase the dissociated Member's interest at the Set Price in the same manner as provided in
ARTICLE VII and as if the dissociated Member had notified the PLLC of his desire to sell all of
his PLLC interest. The date the PLLC received the notice as provided in ARTICLE VII
triggering the options shall be deemed to be the date that the PLLC receives actual notice of the
dissociation event.
ARTICLE X
DISSOLUTION
35. Termination of PLLC . The PLLC will be dissolved and its affairs must be wound
up only upon the written consent of a majority of the Members.
36. Final Distributions . Upon the winding up of the PLLC, the assets must be
distributed as follows: (a) to the PLLC creditors; (b) to Members in satisfaction of liabilities for
distributions; and (c) to Members first for the return of their contributions and secondly
respecting their PLLC interest, in the proportions in which the Members share in profits and
losses.
ARTICLE XI
TAX MATTERS
37. Capital Accounts . Capital accounts shall be maintained consistent with Internal
Revenue Code § 704 and the regulations thereunder.
38. Partnership Election . The Members elect that the PLLC be taxed as a partnership
and not as an association taxable as a corporation.
ARTICLE XII
RECORDS AND INFORMATION
39. Records and Inspection . The PLLC shall maintain at its place of business the
Articles of Organization, any amendments thereto, this Agreement, and all other PLLC records
required to be kept by the Act, and the same shall be subject to inspection and copying at the
reasonable request, and the expense, of any Member.
40. Obtaining Additional Information . Subject to reasonable standards, each Member
may obtain from the PLLC from time to time upon reasonable demand for any purpose
reasonably related to the Member's interest as a Member in the PLLC: (1) information regarding
the state of the business and financial condition of the PLLC; (2) promptly after becoming
available, a copy of the PLLC's federal, state, and local income tax returns for each year; and (3)
other information regarding the affairs of the PLLC as is just and reasonable.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
41. Amendment . Except as otherwise provided in this Agreement, any amendment to
this Agreement may be proposed by a Member. Unless waived by the Members, the proposing
Member shall submit to the Members any such proposed amendment together with an opinion of
counsel as to the legality of such amendment and the recommendation of the Member as to its
adoption. A proposed amendment shall become effective at such time as it has been approved in
writing by a majority of the Members. This Agreement may not be amended nor may any rights
hereunder be waived except by an instrument in writing signed by the party sought to be charged
with such amendment or waiver, except as otherwise provided in this Agreement.
42. Applicable Law . To the extent permitted by law, this Agreement shall be
construed in accordance with and governed by the laws of the State of New Hampshire.
43. Pronouns, Etc . References to a Member or Manager, including by use of a
pronoun, shall be deemed to include masculine, feminine, singular, plural, individuals,
partnerships or corporations where applicable.
44. Counterparts . This instrument may be executed in any number of counterparts
each of which shall be considered an original.
45. Specific Performance . Each Member agrees with the other Members
that the other Members would be irreparably damaged if any of the provisions of this Agreement
are not performed in accordance with their specific terms and that monetary damages would not
provide an adequate remedy in such event. Accordingly, it is agreed that, in addition to any other
remedy to which the nonbreaching Members may be entitled, at law or in equity, the
nonbreaching Members shall be entitled to injunctive relief to prevent breaches of this
Agreement and, specifically, to enforce the terms and provisions of this Agreement in any action
instituted in any court of the United States or any state thereof having subject matter jurisdiction
thereof.
46. Further Action . Each Member, upon the request of the PLLC, agrees to perform
all further acts and to execute, acknowledge and deliver any documents which may be necessary,
appropriate, or desirable to carry out the provisions of this Agreement.
47. Method of Notices . All written notices required or permitted by this Agreement
shall be hand delivered or sent by registered or certified mail, postage prepaid, addressed to the
PLLC at its place of business or to a Member as set forth on the Member's signature page of this
Agreement (except that any Member may from time to time give notice changing his address for
that purpose), and shall be effective when personally delivered or, if mailed, on the date set forth
on the receipt of registered or certified mail.
48. Facsimiles . For purposes of this Agreement, any copy, facsimile,
telecommunication or other reliable reproduction of a writing, transmission or signature may be
substituted or used in lieu of the original writing, transmission or signature for any and all
purposes for which the original writing, transmission or signature could be used, provided that
such copy, facsimile telecommunication or other reproduction shall have been confirmed
received by the sending Party.
49. Computation of Time . In computing any period of time under this Agreement,
the day of the act, event or default from which the designated period of time begins to run shall
not be included. The last day of the period so computed shall be included, unless it is a Saturday,
Sunday or legal holiday, in which event the period shall run until the end of the next day which is
not a Saturday, Sunday or legal holiday.
WHEREFORE, the Parties have executed this Agreement on the dates stated below their
signatures on the attached signature page for each individual Party.
NOTICE: EACH MEMBER HEREBY CERTIFIES THAT HE OR SHE HAS RECEIVED A
COPY OF THIS OPERATING AGREEMENT AND FORMATION DOCUMENT OF
_____________________________________________________________________________,
A NEW HAMPSHIRE PROFESSIONAL LIMITED LIABILITY COMPANY. EACH
MEMBER REALIZES THAT AN INVESTMENT IN THIS COMPANY IS SPECULATIVE
AND INVOLVES SUBSTANTIAL RISK. EACH MEMBER IS AWARE AND CONSENTS
TO THE FACT THAT THE INTERESTS IN THE COMPANY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY SECURITIES ACT OF
THE STATE OF NEW HAMPSHIRE. EACH MEMBER AGREES TO BE BOUND BY ALL
OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE FORMATION
CERTIFICATE OR ARTLCLES.
Members:
__________________________________
Name
__________________________________
Name
__________________________________
Name
__________________________________
Name
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
This page intentionally left blank – please discard.
- USLF
Ownership Ledger
Name and Residence
Address of PLLC
Member Date of
Transfer %
Ownership Amount Paid Subsequen
t Transfer
Show on
separate line
Accessories
U. S. Legal Forms, Inc. offers the following accessories:
See http://www.uslegalbookstore.com/officeproducts/
Membership Certifiate
No. ____ PROFESSIONAL LIMITED LIABILITY COMPANY- STATE OF NEW
HAMPSHIRE Perientage: ___
This Certifiatee iertifes that _________________________e is a true
and lawful owner of ____ perient ownership of
_____________________________e a New Hampshire Professional limited
liability iompany. Suih ownership interest is only transferable in
aiiordanie with the Operating Agreement between the Members.
This iertifiate is issued by the Professional limited liability
iompany by its duly authorized ofiers on this the ____ day of
_________e 20___.
__________________ __________________
