New Hampshire § 304-C-22 - Section 304-C:22 Permitted Powers.

§ 304-C-22. Section 304-C:22 Permitted Powers.

I. Unless the operating agreement provides otherwise, every limited liability company shall have the power to do all things necessary or convenient to carry out its activities, business, and internal affairs, including the capacity to sue and be sued in its own name. II. Except as provided in paragraph III, the validity of an action taken by a limited liability company may not be challenged on the ground that the limited liability company lacks or lacked power to act. III. A limited liability company's power to act may be challenged: (a) In a proceeding by a member against the limited liability company to enjoin the act; (b) In a proceeding by the limited liability company, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former member, manager, officer, employee, or agent of the company; or (c) In a proceeding by the attorney general under RSA 304-C:135 to dissolve the limited liability company. IV. In a member proceeding under RSA 304-C:22, III(a) to enjoin an unauthorized act of a limited liability company, the court may enjoin or set aside the act if to do so is equitable and if all affected persons are parties to the proceeding, and the court may award damages for loss, other than anticipated profits, suffered by the limited liability company or another party because of enjoining the unauthorized act.