New Hampshire Statutes
§ 304-C:23 — Liability of Members and Managers to Third Parties
New Hampshire § 304-C:23
JurisdictionNew Hampshire
Title XXVIIIPARTNERSHIPS
Ch. 304-CLIMITED LIABILITY COMPANIES
SubdivisionLimited Liability Companies-Basic Statutory Characteristics
This text of New Hampshire § 304-C:23 (Liability of Members and Managers to Third Parties) 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:23 (2026).
Text
I. Except as provided in RSA 304-C:144, IV(b) and paragraph II:
(a)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
(b)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.
II. A member or manager may agree under an operating agreement or other agreement to be personally liable for any or all of the debts, obligations, and liabilities of the limited liability company.
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Legislative History
2012, 232:2, eff. Jan. 1, 2013.
Nearby Sections
15
§ 304-C:1
Short Title§ 304-C:10
Include§ 304-C:102
Other Permissible Events of Dissociation§ 304-C:103
Member Withdrawals§ 304-C:104
Judicial Removal of Member§ 304-C:105
Distributions Upon Member Dissociation§ 304-C:105-a
Right of Legal Representatives of Certain Dissociated Members to Exercise Members' Membership Rights§ 304-C:108
Duty and Standard of Care§ 304-C:109
Business Judgment Rule§ 304-C:11
Limited Liability Company§ 304-C:110
Duty of Loyalty-in GeneralCite This Page — Counsel Stack
Bluebook (online)
New Hampshire § 304-C:23, Counsel Stack Legal Research, https://law.counselstack.com/statute/nh/304-C/304-C%3A23.