N.H. Rev. Stat. § 304-C:209

Current through Chapter 381 of the 2024 Legislative Session

Section 304-C:209 - Effect of Domestication

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

(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;

(b) The liabilities of the limited liability company remain the liabilities of the limited liability company;

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

(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;

(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

(f) The limited liability company is deemed to:

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

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

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

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

(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

(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.

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.

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

(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.

(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.

(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.

(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.

RSA 304-C:209

Added by 2016, 246:11, eff. 8/9/2016.

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