New Hampshire Single-Member LLC Operating Agreement

New Hampshire's LLC Act states it is "the policy of this act to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements" (RSA 304-C:2). The Operating Agreement governs the relations among the Members, Managers, and the LLC, and may expand, restrict, or eliminate most duties a Member or Manager would otherwise owe, with one exception: it may never eliminate the implied contractual covenant of good faith and fair dealing (RSA 304-C:107).

A New Hampshire LLC is member-managed by default unless the Operating Agreement provides otherwise (RSA 304-C:47, II). The Certificate of Formation filed with the Secretary of State must separately state whether the LLC is member-managed or manager-managed (RSA 304-C:31, II(d)), so this election becomes a matter of public record at formation, not just an internal one.

A member's contribution may be cash, property, services rendered, or a promissory note or other obligation to contribute cash, property, or services (RSA 304-C:85). When a contribution is in a form other than money, the persons managing the LLC must determine and state the dollar value of that contribution IN WRITING; absent fraud, that determination is conclusive (RSA 304-C:86). Unless the Operating Agreement provides otherwise, a promised contribution is enforceable only if set forth in a signed writing (RSA 304-C:87).

Unless the Operating Agreement provides otherwise, profits and losses are allocated on the basis of the agreed value, as of the date of contribution, of each Member's contributions to the Company that have not been returned (RSA 304-C:90). The Operating Agreement can set a different split.

A New Hampshire LLC may not make a distribution if, after giving it effect, the LLC would be unable to pay its debts as they become due (RSA 304-C:93, I). A member who receives a distribution in violation of this rule and knew of the violation at the time must repay the LLC the excess amount; a member who did not know is not liable for any amount (RSA 304-C:93, II).

Unless the Operating Agreement provides otherwise, each member's voting power is proportional to that member's share of contributions to the LLC, not one vote per member (RSA 304-C:65, II). Most matters reserved for member decision are then decided by majority vote of that contribution-weighted power (RSA 304-C:67, I), but amending the certificate of formation, amending the operating agreement, admitting a new member, or granting additional membership rights each require the affirmative vote of ALL members by default (RSA 304-C:67, II).

Any duty, including a fiduciary duty, that a Member or Manager would otherwise owe the LLC or another Member may be expanded, restricted, or ELIMINATED ENTIRELY by the Operating Agreement (RSA 304-C:107). The one duty that can never be eliminated is the implied contractual covenant of good faith and fair dealing, which remains in force regardless of any contrary provision.

Unless the Operating Agreement provides otherwise, a member may not transfer all or part of that member's full membership rights to anyone except by a UNANIMOUS vote of the other members (RSA 304-C:121, I). A transferee who is not separately admitted as a member gains no management rights even if the transfer itself was approved (RSA 304-C:121, II; RSA 304-C:123).

Unless the Operating Agreement provides otherwise, a member who dissociates is entitled only to any distribution already accrued at the time of dissociation, and is NOT entitled to any payment for the value of that member's membership rights or LLC interest (RSA 304-C:105, I-II). The dissociated member instead retains only transferee-style economic rights going forward. The Operating Agreement can set different buyout terms.

A New Hampshire LLC dissolves upon an operating-agreement-specified event, a majority vote of the members made in writing, or judicial or administrative dissolution (RSA 304-C:129). For a single-member LLC specifically: the death of the sole member does NOT dissolve the LLC -- membership passes automatically to that member's estate and the LLC continues (RSA 304-C:131, I), and the same continuity applies if the sole member is an entity that dissolves or a trust that terminates (RSA 304-C:131, II).

Each member has the statutory right, on reasonable demand, to accurate information about the LLC's business, a current list of members and managers, a copy of any written operating agreement and certificate of formation, and a copy of the LLC's tax returns once available (RSA 304-C:55, I). A manager may keep information confidential from members if it is a trade secret or the manager reasonably believes disclosure would harm the LLC (RSA 304-C:55, IV). Records may be kept digitally if convertible to written form within a reasonable time (RSA 304-C:55, V).

A New Hampshire LLC may indemnify a Member, Manager, or other person for liability arising from action taken on the LLC's behalf, if that person acted in contractual good faith and reasonably believed the conduct was not opposed to the LLC's best interest (RSA 304-C:116, I). Indemnification is NOT available if the person was adjudged liable to the LLC in a proceeding brought by or in the right of the LLC, or was adjudged liable for a breach of the duty of loyalty (RSA 304-C:116, II).

Unless the Operating Agreement sets a different threshold, amending the Operating Agreement requires the affirmative vote of ALL members (RSA 304-C:67, II(b)). This is a default rule, not merely a permitted option -- the members can lower the threshold if they agree to do so in the Operating Agreement itself.

Unless the Operating Agreement provides otherwise, disputes between members, and between members and managers, relating to the LLC are resolved by LITIGATION in the courts of the State of New Hampshire (RSA 304-C:186). Members who prefer mediation or arbitration must say so affirmatively in the Operating Agreement; it is not the statutory default.

A New Hampshire LLC may be organized for any lawful purpose except: carrying on the business of banking; the construction and maintenance of railroads; the business of making contracts for the payment of money at a fixed date or upon a contingency; or the business of a trust, surety, indemnity, or safe-deposit company (RSA 304-C:21, I).

Authorizes the use of electronic communications and electronic signatures for LLC business, meetings, and document execution in accordance with New Hampshire law.