Foreign Limited Liability Companies

Section 304-C:174

    304-C:174 Transactions Not Constituting Doing Business. –
I. The following activities of a foreign limited liability company, among others, do not constitute doing business within the meaning of RSA 304-C:175:
(a) Maintaining, defending, or settling any proceeding;
(b) Holding meetings of its members or managers or carrying on any other activities concerning its internal affairs;
(c) Maintaining bank accounts;
(d) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited liability company's own securities or interests or maintaining trustees or depositories with respect to those securities or interests;
(e) Selling through independent contractors;
(f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(g) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(i) Owning, without more, real or personal property;
(j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature; or
(k) Transacting business in interstate commerce.
II. The foreign limited liability company shall not be considered to be doing business solely because it:
(a) Owns a controlling interest in a corporation that is doing business;
(b) Is a limited partner of a limited partnership that is doing business; or
(c) Is a member or manager of a limited liability company or foreign limited liability company that is doing business.
III. This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process or taxation in this state or to regulation under any other law of this state, and nothing in this section shall be construed to preclude a determination that a foreign limited liability company is carrying on a business activity in this state within the meaning of RSA 77-A:1, XII.

Source. 2012, 232:2, eff. Jan. 1, 2013.