TITLE XXVIII
PARTNERSHIPS
Chapter 304-D
PROFESSIONAL LIMITED LIABILITY COMPANIES
Section 304-D:1
304-D:1 Definition; Professional Service; Professional Limited Liability Companies. –
In this chapter:
I. "Disqualified person" means a natural person, corporation, partnership, fiduciary, trust, association, government agency, or other entity which for any reason is or becomes ineligible under this chapter to be a member of a professional limited liability company.
II. "Domestic professional limited liability company" means a professional limited liability company as defined in RSA 304-D:1, V.
III. "Foreign limited liability company" means a limited liability company for profit organized for the purpose of rendering professional services under a law other than the laws of this state.
IV. "Licensing authority" means the officer, board, agency, court or other authority in this state which has the power to license, register, certificate, or otherwise grant legal authorization to render a professional service.
V. "Professional limited liability company" means a limited liability company for profit organized under this chapter.
VI. "Professional service" means any service which may lawfully be rendered only by certified public accountants, public accountants, architects, attorneys, podiatrists, chiropractors, dentists, pharmacists, professional engineers, land surveyors, registered professional nurses, optometrists, physicians and surgeons, psychologists, veterinarians, and all other professionals licensed, registered, certified, or otherwise authorized and permitted to practice independently under the provisions of RSA 309-B, 310-A, 311, 315, 316-A, 317-A, 318, 326-B, 327, 329, 329-B, 330-A, or 332-B.
VII. "Qualified person" means a natural person, general partnership, professional corporation or professional limited liability company which is eligible under this chapter to be a member of a professional limited liability company.
Source. 1993, 313:1. 1996, 24:2. 2012, 233:11, eff. July 1, 2013.
Section 304-D:2
304-D:2 Permissible Purposes of Professional Limited Liability Companies. –
I. Except as provided in RSA 304-D:2, II, professional limited liability companies may be organized under this chapter only for the purpose of rendering professional services, including necessary related services, within a single profession.
II. A professional limited liability company may be formed for the purpose of rendering professional services within 2 or more professions and for any purpose or purposes of this state for which limited liability companies may be organized under the law of this state applicable to limited liability companies to the extent that the combination of professional purposes or of professional and business purposes is permitted by the licensing laws of this state applicable to such professions and by rules adopted under those laws.
Source. 1993, 313:1, eff. July 1, 1993.
Section 304-D:3
304-D:3 Prohibited Activities. –
A professional limited liability company shall not engage in any profession or business other than the profession or professions and businesses permitted by its certificate of formation, except that a professional limited liability company may invest its funds in real estate, mortgages, stocks, bonds or any other type of investment.
Source. 1993, 313:1, eff. July 1, 1993.
Section 304-D:4
304-D:4 General Powers. –
A professional limited liability company shall have the powers enumerated in the laws of this state applicable to limited liability companies, except that a professional limited liability company may be a promoter, general partner, member, employee or manager only of a partnership, limited liability company, or corporation engaged only in rendering professional services or in carrying on business permitted by the certificate of formation of the professional limited liability company.
Source. 1993, 313:1, eff. July 1, 1993.
Section 304-D:5
304-D:5 Rendering Professional Services. –
A professional limited liability company, domestic or foreign, may render professional services in this state only through those persons permitted to render such services by the appropriate licensing authority. Nothing in this chapter shall be construed:
I. To require that any person who is employed by a professional limited liability company must be licensed to perform services for which no license is otherwise required;
II. To prohibit the rendering of professional services by a licensed natural person acting in an individual capacity. Any such person may also be a member, manager, employee or agent of a professional limited liability company, domestic or foreign; or
III. To prohibit the rendering of professional services by a person acting under the supervision or control of a licensed natural person.
Source. 1993, 313:1, eff. July 1, 1993.
Section 304-D:6
304-D:6 Name of Professional Limited Liability Company. –
The name of a domestic professional limited liability company or of a foreign professional limited liability company authorized to transact business in this state:
I. Shall end with one of the following words or abbreviations: "professional limited liability company" or "P.L.L.C." or similar abbreviation;
II. Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than the purposes contained in its certificate of formation or application for registration;
III. Shall satisfy the requirements of RSA 304-C:32, except that a name shall not constitute a similar name if the similarity results from the use in the professional limited liability company's name of personal names of its members or former members or of natural persons who were associated with a predecessor entity;
IV. Shall otherwise conform to any rule adopted by a licensing authority having jurisdiction of a professional service described in the certificate of the professional limited liability company.
Source. 1993, 313:1. 2004, 248:54. 2012, 232:7, eff. Jan. 1, 2013.
Section 304-D:7
304-D:7 Members and Transfer of Interests; Certificates. –
I. No person may be a member of a professional limited liability company except:
(a) Natural persons who are authorized by law in this state, any other state or territory of the United States or the District of Columbia, or any foreign country to render professional services permitted by the certificate of formation of the professional limited liability company;
(b) Professional limited liability companies, domestic or foreign, in which all the members are qualified persons with respect to the professional limited liability company;
(c) General partnerships in which all the partners are qualified persons with respect to the professional limited liability company; and
(d) Professional corporations, domestic or foreign, authorized by law in this state to render professional services permitted by the certificate of incorporation of the professional corporation.
II. Where deemed necessary by the licensing authority for any profession in order to prevent violations of the ethical standards of the profession, the licensing authority may by rule further restrict, condition, or abridge the requirements to be a member of professional limited liability companies. No such rule shall, of itself, have the effect of causing a member of a professional limited liability company at the time the rule becomes effective to become a disqualified person or of suspending the terms of any purchase, option or other agreement then in force providing for the purchase of a professional limited liability company interest by any person. Any membership that is in violation of this section or in violation of any rule adopted under this section shall be void.
III. A member of a professional limited liability company may transfer, assign or pledge the interest of that member in the professional limited liability company only to natural persons, professional limited liability companies, general partnerships and professional corporations qualified under this chapter to be members of a professional limited liability company. Any transfer, assignment or pledge of an interest in violation of this section shall be void; however, nothing contained in this section shall prohibit the transfer of an interest in a professional limited liability company by operation of law or court decree.
IV. A member of a professional limited liability company becoming a disqualified person, unless such disqualification is for less than 5 months from the date of disqualification, shall cause cessation of membership for the purposes of RSA 304-C:100.
Source. 1993, 313:1. 1997, 120:39. 2012, 232:8, eff. Jan. 1, 2013.
Section 304-D:8
304-D:8 Death or Disqualification of a Member. –
Unless otherwise provided in the limited liability company agreement, upon the death of a member of a professional limited liability company, or if a member of a professional limited liability company becomes a disqualified person, or if an interest in a professional limited liability company is transferred by operation of law or court decree to a disqualified person, the interest of the deceased member or of the disqualified person may be assigned to a qualified person.
Source. 1993, 313:1, eff. July 1, 1993.
Section 304-D:9
304-D:9 Liability of Members and Employees. –
I. Any reference to a professional limited liability company in this section shall include both domestic and foreign professional limited liability companies.
II. Every individual who renders professional services as a member, manager, or employee of a professional limited liability company shall be liable for any negligent or wrongful act or omission in which he personally participates to the same extent as if he rendered the services as a sole practitioner. A member, manager, or employee of a professional limited liability company shall not be liable for the conduct of other members, managers, or employees unless he is at fault in appointing, supervising, or cooperating with them.
III. Every professional limited liability company whose members, managers, or employees perform professional services within the scope of their membership or employment or of their apparent authority to act for the professional limited liability company shall be liable to the same extent as its members, managers, and employees.
IV. Except as otherwise provided by law, the personal liability of a member, manager, or employee of a professional limited liability company shall be no greater in any respect than that of a member, manager, or employee of a limited liability company organized under the laws of this state applicable to limited liability companies.
Source. 1993, 313:1, eff. July 1, 1993.
Section 304-D:10
304-D:10 Professional Relationships; Privileged Communications. –
I. The relationship between an individual performing professional services as a member, manager, or employee of a professional limited liability company, domestic or foreign, and a client or patient shall be the same as if the individual performed the services as a sole practitioner.
II. The relationship between a professional limited liability company, domestic or foreign, performing professional services and the client or patient shall be the same as between the client or patient and the individual performing the services.
III. Any privilege applicable to communications between a person rendering professional services and the person receiving the services recognized under the laws of this state, whether statutory or derived from common law, shall not be affected by reason of formation under this chapter. The privilege shall extend to a professional limited liability company, domestic or foreign, and its members, managers, and employees in all cases in which it shall be applicable to communications between a natural person rendering professional services on behalf of the professional limited liability company and the person receiving the services.
Source. 1993, 313:1, eff. July 1, 1993.
Section 304-D:11
304-D:11 Voting. –
No proxy for the purpose of voting as a member or manager in a professional limited liability company shall be valid unless it is given to a qualified person. A voting trust with respect to voting in a professional limited liability company shall not be valid unless all the trustees and beneficiaries of the voting trust are qualified persons, except that a voting trust may be validly continued for a period of 10 months after the death of a deceased beneficiary or for a period of 5 months after a beneficiary has become a disqualified person.
Source. 1993, 313:1, eff. July 1, 1993.
Section 304-D:12
304-D:12 Officers and Managers. –
Except as otherwise provided by the licensing laws of this state and rules adopted under these laws or by any licensing authority in this state, each manager of a professional limited liability company, if any, and all the officers, if any, other than the secretary or an assistant secretary and the treasurer or an assistant treasurer shall be qualified persons with respect to the professional limited liability company.
Source. 1993, 313:1, eff. July 1, 1993.
Section 304-D:13
304-D:13 Merger. –
I. A professional limited liability company may merge with another professional limited liability company, domestic, or foreign, only if every member of each professional limited liability company is qualified to be a member of the surviving professional limited liability company.
II. Upon the merger of a professional limited liability company, if the surviving professional limited liability company is to render professional services in this state, it shall comply with this chapter.
Source. 1993, 313:1, eff. July 1, 1993.
Section 304-D:14
304-D:14 Termination of Professional Activities. –
If a professional limited liability company ceases to render professional services, it shall, within a reasonable period of time, either dissolve and liquidate or amend its certificate of formation to delete from its stated purposes the rendering of professional services and to conform to the requirements of the law of this state applicable to limited liability companies regarding its name. The professional limited liability company may then continue in existence as a limited liability company under the limited liability law of this state and shall no longer be subject to the provisions of this chapter.
Source. 1993, 313:1, eff. July 1, 1993.
Section 304-D:15
304-D:15 Involuntary Dissolution. –
I. A professional limited liability company may be dissolved involuntarily by a decree of the superior court in an action filed by the attorney general when it is established that the professional limited liability company has failed to comply with any provision of this chapter applicable to it within 60 days after receipt of written notice of noncompliance.
II. Each licensing authority in this state and the secretary of state shall certify to the attorney general, from time to time, the names of all professional limited liability companies which have given cause for dissolution as provided in this chapter, together with the pertinent facts.
III. Whenever the secretary of state or any licensing authority certifies the name of a professional limited liability company to the attorney general as having given any cause for dissolution, the secretary of state or the licensing authority shall concurrently mail to the professional limited liability company at its registered office a notice that the certification has been made. Upon the receipt of the certification, the attorney general shall file an action in the name of the state against the professional limited liability company for its dissolution.
Source. 1993, 313:1, eff. July 1, 1993.
Section 304-D:16
304-D:16 Admission of Foreign Professional Limited Liability Companies. –
I. A foreign professional limited liability company shall be entitled to register to do business in this state only if:
(a) The name of the foreign professional limited liability company meets the requirements of this chapter;
(b) The foreign professional limited liability company is organized only for purposes for which a professional limited liability company organized under this chapter may be organized; and
(c) All the members and managers who practice in this state are qualified persons with respect to the professional limited liability company.
II. No foreign professional limited liability company shall be required to register to do business in this state unless it maintains an office in this state for the conduct of business or professional practice.
Source. 1993, 313:1, eff. July 1, 1993.
Section 304-D:17
304-D:17 Application for Certificate of Authority. –
Application for registration to do business in this state by a foreign professional limited liability company shall be to the secretary of state. The application for the purpose of rendering professional services shall include a statement that all the members and managers and those of its officers as are required by the laws of its state of formation and by RSA 304-D:12 are licensed in one or more states, territories of the United States or of the District of Columbia to render a professional service described in the statement of purpose of the professional limited liability company.
Source. 1993, 313:1, eff. July 1, 1993.
Section 304-D:18
304-D:18 Revocation of Certificate of Authority. –
I. The registration of a foreign professional limited liability company may be revoked by the secretary of state if the foreign professional limited liability company fails to comply with any provision of this chapter applicable to it.
II. Each licensing authority in this state shall certify to the secretary of state, from time to time, the names of all foreign professional limited liability companies which have given cause for revocation as provided in this chapter, together with the pertinent facts.
III. When the secretary of state receives certification from a licensing authority that a foreign professional limited liability company has given cause for revocation of registration, the secretary of state shall notify the foreign professional limited liability company of the receipt of the certification. The secretary of state shall send a copy of the notice sent to the foreign professional limited liability company to the licensing authority. The licensing authority shall give the foreign professional limited liability company at least 60 days to correct the noncompliance which was the cause for revocation of registration. If the licensing authority notifies the secretary of state after the end of the 60-day period that the noncompliance has not been corrected, the secretary of state shall revoke the registration of the foreign professional limited liability company.
Source. 1993, 313:1, eff. July 1, 1993.
Section 304-D:19
304-D:19 Annual Report. –
The annual report of each domestic professional limited liability company and each foreign professional limited liability company registered to do business in this state filed with the secretary of state under the law in this state applicable to limited liability companies shall include a statement that all members and managers are qualified persons with respect to the professional limited liability company.
Source. 1993, 313:1, eff. July 1, 1993.
Section 304-D:20
304-D:20 Effect of RSA 304-C on This Chapter. –
The provisions of RSA 304-C shall apply to professional limited liability companies, domestic and foreign, except to the extent that any such provision is inconsistent with any provision of this chapter.
Source. 1993, 313:1, eff. July 1, 1993.