Free New Hampshire LLC Operating Agreement Template

What New Hampshire Law Says About Operating Agreements

A New Hampshire LLC runs on its operating agreement. The statute speaks to what the agreement can provide for, what form it can take, and who manages the company when the agreement is silent.

• Management. Under Section 304-C:47 of the N.H. Rev. Stat. Ann., an operating agreement may provide for the management of a limited liability company in whole or in part by a manager or managers.^[2]
• Default rule. Unless the operating agreement provides otherwise, a limited liability company is managed by its members.^[2]

Section 304-C:40 of the same chapter covers the form of the agreement:

Unless a written operating agreement provides otherwise, an operating agreement, including amendments to the operating agreement, may be written, oral, or implied by course of dealing or otherwise.

In plain terms, an oral or implied agreement can count as an operating agreement, unless a written agreement says otherwise.^[1] A written one is easier to prove, which is why many owners put theirs on paper.

New Hampshire LLCs are governed by RSA chapter 304-C, Limited Liability Companies.^[3]

Under RSA 304-C:19, an LLC formed under that chapter is a legal entity separate and distinct from its members.^[4]

Under RSA 304-C:23, no member or manager is personally obligated for the LLC's debts, obligations or liabilities solely by reason of being a member or acting as a manager. A member or manager can still agree, in an operating agreement or another agreement, to be personally liable for some or all of them.^[5]

What the Agreement Covers

The New Hampshire template is a 31-section operating agreement for an LLC with one member, plus three schedules. It sets out who owns the LLC and how it is managed. It also covers how money moves between the LLC and its Member, and what happens if the Member leaves or the LLC ends. Here is what each part does:

• Name, office and registered agent. Sections 1 to 3 identify the LLC and give its principal business office and registered agent.
• Member and purposes. Sections 4 to 7 identify the owner, state the LLC's purposes and give its managers and officers the powers to carry them out.
• Management. Section 8 makes the LLC manager-managed, with a Board of one or more Managers. State law allows an operating agreement to provide for management by managers.^[2] Section 9 covers Officers.
• Limited liability. Section 10 makes the LLC's debts its own. Except as the Act provides, the Member and Managers are not personally obligated for them just because of those roles.
• Money. Sections 11 to 14 cover capital contributions, profits and losses, and distributions. Profits and losses are allocated to the Member.
• Records. Section 15 sets the fiscal year and requires the Board to keep books and records.
• Protection for people who run the LLC. Section 17 covers exculpation and indemnification of Covered Persons.
• Ownership changes. Sections 18 to 20 cover assignment of the interest, resignation and admission of additional members.
• Ending the LLC. Section 21 lists the events that dissolve the LLC and how its affairs are wound up.
• General terms. Sections 22 to 31 cover governing law, amendments, counterparts, notices, when the agreement takes effect, and disregarded entity status for federal tax purposes.

Schedule A defines the terms used in the agreement. Schedule B lists the Member, the Managers and the Officers. Schedule C describes the initial capital contribution.

Read the whole agreement before you sign, including the fixed text you do not fill in. If you want advice on how it fits your plans, ask a lawyer.

You can find templates for other states on our LLC operating agreement template page. Browse more New Hampshire PDF forms if you need other paperwork for your business.

How the Agreement Sets Up Managers and Officers

In this template the LLC is manager-managed. The Member appoints a Board of one or more Managers, and the Board runs the business from day to day. Officers are optional, so you choose whether the company has any.

• Number of Managers. The Member decides how many Managers sit on the Board and can change that number at any time. A Manager does not have to be a member of the LLC.
• Removal. The Member can remove any Manager, or the whole Board, with or without cause.
• Meetings. The Board can meet inside or outside the state, and Managers can join by telephone conference. The Board can also act without a meeting if the Managers required for the vote consent in writing.
• Quorum. A majority of the Managers is a quorum. A majority of the Managers present at a meeting with a quorum acts for the Board.
• Committees. The Board can set up committees of one or more Managers by majority resolution.
• Pay. Section 8(g) offers two boxes. Either Managers may be paid expenses for attending meetings, or there is no pay or reimbursement for attending meetings.
• Officers. If you select Officers, the Member designates the first ones and the Board chooses later ones. They may include a President, a Secretary and a Treasurer, and one person can hold several offices.

Section 9(g) gives each Manager and Officer a duty of loyalty and care, modeled on the duties of corporate directors and officers.

How the Template Handles Money, Records and Ownership Changes

The template treats the Member as the sole owner of the LLC. The Member's contribution is listed on Schedule C, profits and losses go to the Member, and the Board decides when distributions are paid.

• Contributions. Section 11 records what the Member has put in. Section 12 says the Member does not have to add more but may do so at any time.
• Profits and losses. Section 13 allocates all of them to the Member.
• Distributions. Section 14 has the Board set the timing and amounts. No distribution can be made if it would violate the Act or other law.
• Books and records. Section 15 requires the Board to keep complete and accurate books. The Member can examine them during normal business hours.
• Other business. Section 16 lets the Member and the Member's Affiliates take part in other business ventures, including ones that compete with the LLC.
• Transfers. Section 18 says the Member may not assign or pledge the LLC interest.
• New members. Section 20 admits additional members with the Member's written consent. Section 19 lets the Member resign if another person is admitted first.
• Amendments. Section 27 sets the amendment rules, which include a written agreement signed by the Member and seven days' prior written notice to each Manager.

If the Member contributes assets such as equipment, a New Hampshire bill of sale can record the transfer, and Schedule C is where you describe the contribution.

What the Agreement Says When the LLC Ends

Section 21 lists when the LLC dissolves. The LLC dissolves when its last remaining member's membership ends, unless the company is continued as the agreement or the Act allows. It also dissolves when a court enters a decree of judicial dissolution.

• Death or exit of the only Member. The template authorizes the Member's personal representative to agree in writing, within 90 days, to continue the company and to be admitted as a substitute member.
• Bankruptcy. The Member's bankruptcy does not end the Member's membership, so the LLC continues without dissolving.
• Winding up. After dissolution the LLC conducts only the activities needed to wind up, including an orderly sale of assets. It applies its assets in the order the Act sets.
• Termination. The LLC terminates once its assets are distributed to the Member after debts are paid or provided for, and the Articles of Organization are canceled as the Act requires.

Read Section 21 closely if you want to plan for who steps in when you cannot run the company. A lawyer can tell you how it applies to your situation. If you hire staff, see our New Hampshire non-compete agreement template.

Key Terms in Schedule A

Schedule A defines the capitalized words used throughout the agreement. Knowing them makes the rest of the document easier to read, because each term has one fixed meaning wherever it appears.

• Act. The LLC statute you name on the first page.
• Articles of Organization. The document filed with the Secretary of State, identified by its filing date.
• Board. The board of Managers of the LLC.
• Covered Persons. The people protected by the exculpation and indemnification terms in Section 17(a).
• Managers. The people the Member elects to the Board.
• Member. The sole owner who signs the agreement. The term also includes any person later admitted as an additional or substitute member.
• Officer. An officer of the LLC described in Section 9.

Schedule A also defines Affiliate, Control, Person and UCC, and it sets rules of construction for reading the agreement.

How to Fill Out the Operating Agreement for Your New Hampshire LLC

Most of the template is fixed text, so you only fill in the parts below, in the order they appear on the form. Complete it online, or download the PDF and fill it in with our PDF editor. Keep your Articles of Organization nearby, because the first page and Section 30 ask for the filing date.

1. Opening paragraph (page 1). Enter the company name, the state of formation, the agreement date and the Member's name.
2. Articles filing and statute (page 1). Enter the state, the date the Articles of Organization were filed, and the LLC statute reference.
3. Sections 1 to 3 (page 1). Repeat the company name, give the principal business office, and enter the registered agent's name and address.
4. Section 6, Purposes (page 2). Select one box. Either describe the business purpose or choose "All matters permitted by applicable law."
5. Section 8, Managers (pages 2 to 4). Enter the initial number of Managers. In Section 8(g), select one compensation box. The second box is on page 4.
6. Section 9, Officers (page 4). Select one box. Either the company has no Officers, or it has Officers and you state each role.
7. Section 15, Fiscal Year (page 6). Enter the date the fiscal year starts and the date it ends.
8. Section 30, Effectiveness (page 10). Enter the date the Articles of Organization were filed, the same date you entered on page 1.
9. Signature page (page 11). Sign on the By line under MEMBER, then print your name and title. The form has no witness or notary block.
10. Schedule A, Definitions (page 12). Enter the formation date in the Articles of Organization definition. The rest is fixed text.
11. Schedule B, Member, Managers and Officers (page 14). Enter the Member's name and address, the initial Managers, and the initial Officers.
12. Schedule C, Initial capital contribution (page 15). Describe what the Member put into the company. Section 11 refers to this schedule.

Under RSA 304-C:32, the company name must contain the words limited liability company or the abbreviation L.L.C. or LLC or a similar abbreviation, and it may not state or imply a purpose that the law or the certificate of formation does not permit.^[6]

Under RSA 304-C:36, the registered agent you enter may be a New Hampshire resident whose home or business office is the registered office, or a corporation, LLC or LLP organized or authorized in New Hampshire whose business office is the registered office. The registered agent receives service of process for the LLC.^[7]

Frequently Asked Questions

Can I write my own operating agreement for my LLC?

State law lets an operating agreement provide for the management of the company in whole or in part by a manager or managers.^[2] You can start from the FormsPal template and fill in your own details. Ask a lawyer to review it if you want advice on how it fits your plans.

Can an LLC operate without an operating agreement?

State law sets a default for management. Unless the operating agreement provides otherwise, a limited liability company is managed by its members.^[2] A written agreement lets you set the management rules yourself instead of relying on that default.

Does an operating agreement have to be written?

Not always. Unless a written operating agreement provides otherwise, an operating agreement may be written, oral, or implied by course of dealing or otherwise.^[1] A written agreement is easier to prove.

General information, not legal or tax advice.

Other New Hampshire Forms
Interested in other New Hampshire documents? We offer free templates and simple personalization experience to anyone who prefers less hassle when handling documents.

New Hampshire Last Will New Hampshire Bill of Sale New Hampshire Power of Attorney New Hampshire Non-compete Agreement New Hampshire Prenuptial Agreement

Sources

1. N.H. RSA 304-C:40.
2. New Hampshire Revised Statutes Annotated § 304-C:47.
3. N.H. RSA chapter 304-C.
4. N.H. RSA 304-C:19.
5. N.H. RSA 304-C:23.
6. N.H. RSA 304-C:32.
7. N.H. RSA 304-C:36.

Jennifer M. Settles

Author & Attorney

With over 25 years of experience as a business and transactional attorney, Jennifer has mastered the craft of closing highly successful deals for her clients. Through her wide-ranging expertise in commercial contracts, real estate transactions, M&A and corporate law, Jennifer secures results that are second-to-none.