State Codes and Statutes
Statutes > New-hampshire > TITLEXXVIII > CHAPTER304-C > 304-C-76
I. A member or members may bring an action in the superior court in the right of a limited liability company to recover a judgment in its favor if managers or members with authority to do so have refused to bring the action or if an effort to cause those managers or members to bring the action is not likely to succeed, provided that:
(a) All such plaintiff members are members at the time of bringing such action;
(b) All such plaintiff members are members either:
(1) At the time of the transaction of which the plaintiffs complain; or
(2) The plaintiffs' status as members had devolved on the plaintiffs by operation of law or pursuant to the terms of a limited liability company agreement from persons who were members at the time of the transaction; and
(c) The complaint sets forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a manager or member or the reasons for not making the effort.
II. Unless otherwise provided in a limited liability company agreement, an action on behalf of the limited liability company may be brought in the name of the limited liability company by:
(a) One or more members of the limited liability company, whether or not a limited liability company agreement vests management of the limited liability company in one or more managers, who are authorized to bring action by the vote of more than 1/2 by number of the members eligible to vote thereon; provided that the vote of any member who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded; or
(b) One or more managers of the limited liability company, if the limited liability company agreement vests management of the limited liability company in one or more managers, who are authorized to do so by the vote required pursuant to RSA 304-C:24 of the members eligible to vote thereon, provided that in determining such required vote, the vote of any manager who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded.
III. If an action brought pursuant to paragraph I or II is successful, in whole or in part, as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from any recovery in any such action or from the limited liability company.
Source. 1993, 313:1, eff. July 1, 1993.
