State Codes and Statutes
Statutes > New-hampshire > TITLEXXVIII > CHAPTER304-C > 304-C-57
I. Except as provided in paragraphs III, IV and V, after dissolution of the limited liability company, each of the members having authority to wind up the limited liability company's business and affairs can bind the limited liability company:
(a) By any act appropriate for winding up the limited liability company's affairs or completing transactions unfinished at dissolution; and
(b) By any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution.
II. The filing of the certificate of cancellation shall be presumed to constitute notice of dissolution for purposes of subparagraph I(b).
III. An act of a member which is not binding on the limited liability company pursuant to paragraph I is binding if it is otherwise authorized by the limited liability company.
IV. An act of a member which would be binding under paragraph I or would be otherwise authorized but which is in contravention of a restriction on authority shall not bind the limited liability company to persons having knowledge of the restriction.
V. If the certificate of formation vests management of the limited liability company in a manager or managers, a manager shall have the authority of a member provided for in paragraph I, and no member shall have such authority if the member is acting solely in the capacity of a member.
Source. 1993, 313:1, eff. July 1, 1993.
