[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.]
304-A:50 Applicability of Chapter to Foreign and Interstate Commerce; Registration of Foreign Registered Limited Liability Partnerships. –
I. A partnership, including a registered limited liability partnership, formed pursuant to an agreement governed by this chapter, may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country.
II. It is the intent of the legislature that the legal existence of registered limited liability partnerships formed pursuant to an agreement governed by this chapter be recognized outside the boundaries of this state and that the laws of this state governing such registered limited liability partnerships transacting business outside this state be granted the protection of full faith and credit under the Constitution of the United States.
III. It is the policy of this state that the internal affairs of partnerships, including registered limited liability partnerships, formed pursuant to an agreement governed by this chapter, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of this state.
IV. Before transacting business in this state, a foreign registered limited liability partnership shall:
(a) Comply with any statutory or administrative registration of filing requirements governing the specific type of business in which the partnership is engaged; and
(b) File a notice of registration with the secretary of state, on such forms as the secretary shall provide, stating the name of the partnership:
(1) The address of its principal office.
(2) The jurisdiction in which it is registered as a registered limited liability partnership.
(3) The address of its registered office in this state and the name of its registered agent at that office for service of process in this state.
(4) Any other information that the partnership determines to include.
(5) A brief statement of the business in which the partnership engages.
V. [Repealed.]
VI. A foreign registered limited liability partnership may register under paragraph IV under its name, provided, however, that the name must contain the words "limited liability partnership," "registered limited liability partnership" or "professional limited liability partnership," or the abbreviation "L.L.P.," "LLP," "R.L.L.P.," "P.L.L.P.," "PLLP," "P.L.L." or "PLL," as the last words or letters of its name. The name of a foreign registered limited liability partnership must satisfy the requirements of RSA 304-A:45, II and III. If the secretary of state determines that the real name of a foreign registered limited liability partnership is unavailable in this state, the foreign registered limited liability partnership may use a fictitious name, under which it may register and transact business in this state provided such fictitious name is available in this state.
VII. The internal affairs of foreign registered limited liability partnerships, and the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of the jurisdiction in which the foreign registered limited liability partnership is registered.
VIII. (a) A notice of registration under RSA 304-A:50, IV remains effective until:
(1) It is voluntarily withdrawn by filing with the secretary of state a written withdrawal notice; or
(2) The effective cancellation date in a notice from the secretary of state that the partnership has failed to pay the annual fee, or has failed to notify the secretary of state within 60 days that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued or is without a registered agent or registered office in this state for 60 days or more. The secretary of state shall send such notice to the partnership 60 days or more prior to the effective cancellation date.
(b) A withdrawal notice under subparagraph (a)(1) shall contain the name of the registered limited liability partnership and the date on which it originally registered with the secretary of state as a foreign registered limited liability partnership.
IX. A foreign registered limited liability partnership is not subject to RSA 305-A.
X. A foreign registered limited liability partnership withdrawn under RSA 304-A:50, VIII(a)(2) may apply to the secretary of state for reinstatement by completion of a reinstatement form together with payment of fees in arrears at the time of withdrawal. Beyond 120 days a reinstatement must be accompanied by, in addition to the above, annual fees for the years since the withdrawal, if the foreign limited liability partnership was doing business in this state during those years, and a certificate from the New Hampshire department of revenue administration indicating there are no taxes due that department.
XI. A foreign registered limited liability partnership which has been operating with the approval of the department of justice prior to the effective date of this paragraph, shall have up to 30 days after the effective date of this paragraph to register as a foreign registered limited liability partnership.
Source. 1996, 212:11. 1997, 61:4. 2006, 316:9. 2012, 102:5, II, eff. July 28, 2012.