New Hampshire Partnership Agreement

New Hampshire partnership agreements maintain a partnership’s structure and operations since it contains a full account of the partnership’s roster. For instance, the partnership’s entity status, procedures, roster, and policies are documented and accepted by the partners with this agreement.

Last updated January 7th, 2025

New Hampshire partnership agreements maintain a partnership’s structure and operations since it contains a full account of the partnership’s roster. For instance, the partnership’s entity status, procedures, roster, and policies are documented and accepted by the partners with this agreement.

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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 “benefits,” derived using partnership assets, without the other partners’ consent and in relation to the partnership’s business. [1]

Partners release partnership information to the “representatives of a deceased partner or partner under legal disability,” especially when their affairs are undergoing liquidation.[2][3]

A general partner must act as a fiduciary that is “charged with the management of tangible property,” they must live up to their duty of care, loyalty, and confidentiality. [4]

All partners of a limited partnership satisfy “any enforceable promise” to the partnership, such as contributing cash, property, or services. [5]

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. [6]
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.[7]
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. [8]
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.[9]
Limited partners who promise a contribution “in writing signed by the limited partner” are held liable for these contributions accordingly. [10]

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.[11]
Limited partner means the legal entity (i.e., corporation, individual, LLC) that is “admitted to a limited partnership” as such through the partnership agreement.[12]
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. [13]
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).[14]
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. [15]
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. [16]