New Hampshire Partnership Types (4)
| Partnership Type | State Filing Requirement |
|---|---|
| General Partnership (GP) | There are no registration requirements; organizers must observe name requirements whenever they form a partnership: New Hampshire QuickStart Business Entity Search. |
| Limited Partnership (LP) | Certificate of New Hampshire Limited Partnership ($100.00) |
| Limited Liability Partnership (LLP) | Registration of New Hampshire Limited Liability Partnership ($100.00) Application for Registration of Foreign Limited Partnership ($100.00) |
| Limited Liability Limited Partnership (LLLP) | Registration of New Hampshire Limited Partnership (Filing Fee: $100.00) Must be explicitly worded. |
Fiduciary Duty
Partners dispense a complete account of the profits, as well as any “benefit,” derived using partnership assets, without the other partners’ consent and in relation to the partnership’s business.[1]
Partners release partnership information to the “representative of a deceased partner or partner under legal disability,” especially when their affairs are undergoing liquidation.[2][3]
All partners of a limited partnership satisfy “any enforceable promise” to the partnership, such as contributing cash, property, or services.[4]
Liability
Only limited partners who maintain their role refrain from participating in the “control” of the partnership business and, therefore, never act or present themselves as a general partner retain their liability protection.[5]
Limited partners that “transact business with the limited partnership” by allowing others to believe they have the powers of a general partner are liable by such third parties accordingly.[6]
Limited partners, generally, that “knowingly” allow their name in the LP’s name can be held liable by a creditor that is unaware the partner is a limited partner.[7]
The general partners of a limited partnership have the same “restrictions and liabilities” as in a general partnership; however, a partnership agreement may adjust this to a limited degree.[8]
Limited partners who promise a contribution “in a writing signed by the limited partner” are held liable for these contributions accordingly.[9]
State Definitions (6)
General partner means that an individual, an estate, corporation, or other legal entity has entered a limited partnership with the management powers explicitly assigned to this role “in accordance” with both the certificate of limited partnership and the partnership agreement.[10]
Limited partner means the legal entity (i.e., corporation, individual, LLC) that is “admitted to a limited partnership” as such through the partnership agreement.[11]
Limited partnership (also known as a domestic limited partnership) means that a partnership of two or more persons has formed “under the laws of this state” where at least one is a limited partner and at least one is a general partner. or more limited partners.[12]
Registered limited liability partnership means a partnership specifically made “pursuant to an agreement” that conforms to New Hampshire laws (e.g. name and registration requirements).[13]
Foreign limited partnership means that a business is actively operating as such a partnership entity outside the state of New Hampshire and has “formed under the laws” of another jurisdiction.[14]
Foreign registered limited liability partnership means a business is a limited liability partnership but one that is operating according to the laws of another state.[15]
Sources
- NH Rev Stat § 304-A:21(I) (2023)
- NH Rev Stat § 304-A:21(II) (2023)
- NH Rev Stat § 304-A:20 (2023).
- NH Rev Stat § 304-B:28(II) (2023)
- NH Rev Stat § 304-B:19(I) (2023)
- NH Rev Stat § 304-B:19(I) (2023)
- NH Rev Stat § 304-B:19(IV) (2023)
- NH Rev Stat § 304-B:24(I) (2023)
- NH Rev Stat § 304-B:28(I) (2023)
- NH Rev Stat § 304-B:1(V) (2023)
- NH Rev Stat § 304-B:1(VI) (2023)
- NH Rev Stat § 304-B:1(VII) (2023)
- NH Rev Stat § 304-A:2(VII) (2023)
- NH Rev Stat § 304-B:1(IV) (2023)
- NH Rev Stat § 304-A:2(VIII) (2023)