New Hampshire § 304-C:139 Winding Up and Liquidation of Limited Liability Companies

New Hampshire Statutes

§ 304-C:139 — Winding Up and Liquidation of Limited Liability Companies

New Hampshire § 304-C:139

Title XXVIIIPARTNERSHIPS

Ch. 304-CLIMITED LIABILITY COMPANIES

SubdivisionLimited Liability Company Dissolutions

This text of New Hampshire § 304-C:139 (Winding Up and Liquidation of Limited Liability Companies) is published on Counsel Stack Legal Research, covering New Hampshire primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

N.H. Rev. Stat. Ann. § 304-C:139 (2026).

Text

I.Unless the operating agreement provides otherwise, the members or managers who have authority under RSA 304-C:47 to manage the limited liability company before the dissolution may wind up and liquidate the business and internal affairs of the limited liability company.

II.Upon application to the superior court by a member or by a member's legal representative or by the transferee of all or any part of a member's limited liability company interest, the superior court may appoint a liquidating trustee to wind up and liquidate a limited liability company if the applicant shows that one or more of the members or managers have engaged in wrongful conduct or if there is any other equitable cause for the appointment.

III.The persons winding up the business or internal affairs of the limited

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I. Unless the operating agreement provides otherwise, the members or managers who have authority under RSA 304-C:47 to manage the limited liability company before the dissolution may wind up and liquidate the business and internal affairs of the limited liability company.
II. Upon application to the superior court by a member or by a member's legal representative or by the transferee of all or any part of a member's limited liability company interest, the superior court may appoint a liquidating trustee to wind up and liquidate a limited liability company if the applicant shows that one or more of the members or managers have engaged in wrongful conduct or if there is any other equitable cause for the appointment.
III. The persons winding up the business or internal affairs of the limited liability company and liquidating 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;
(e) Distribute to the members any remaining assets of the limited liability company; and
(f) Take any other actions necessary or appropriate to wind up and liquidate the limited liability company.
IV. Persons may act in accordance with this section without affecting the personal liability of members and managers and without imposing personal liability on a liquidating trustee.