New Hampshire § 304-C-125 - Section 304-C:125 Miscellaneous Rights, Duties, and Liabilities of Transferors and Transferees of Membership Rights.

Full text of New Hampshire New Hampshire Revised Statutes Annotated § 304-C-125 — Section 304-C:125 Miscellaneous Rights, Duties, and Liabilities of Transferors and Transferees of Membership Rights., with citation guidance and answers to common questions.

§ 304-C-125. Section 304-C:125 Miscellaneous Rights, Duties, and Liabilities of Transferors and Transferees of Membership Rights.

I. A transferee of a membership right who becomes a member shall hold and may exercise only the membership rights transferred to the transferee. Except as provided in paragraph II, a transferee of a membership right who becomes a member shall have only the duties and liabilities of a member to which the transferee is subject under the operating agreement or under this act. II. Notwithstanding paragraph I, unless the operating agreement provides otherwise: (a) Except as provided in subparagraph II(b), a transferee of membership rights who becomes a member shall not be liable for liabilities to the limited liability company or to other persons to which the transferor was subject before the transfer. (b) A transferee of all of a member's membership rights who becomes a member shall be liable for the outstanding obligations of the transferor to make contributions to the limited liability company to which the transferor was subject before the transfer. (c) Notwithstanding subparagraph (b), a transferee of all of a member's membership rights who becomes a member shall not be obligated for liabilities of the transferor to make contributions to the limited liability company that were unknown to the transferee at the time of the transfer and that the transferee could not reasonably ascertain from the operating agreement. (d) A transferee of part or all of a member's membership rights who becomes a member shall not be liable for any obligation of the transferor to return to the limited liability company unlawful distributions to the transferor under RSA 304-C:93. III. Unless the operating agreement provides otherwise, a transferor of part or all of the transferor's membership rights shall not be released from the liabilities of the transferor to the limited liability company or to other persons to which the transferor was subject before the transfer whether or not the transferee becomes a member.

Source: official New Hampshire text · Last verified 2026-08-27

Frequently Asked Questions About New Hampshire § 304-C-125

What does New Hampshire Revised Statutes Annotated § 304-C-125 cover?

Section 304-C-125 ("Section 304-C:125 Miscellaneous Rights, Duties, and Liabilities of Transferors and Transferees of Membership Rights.") is part of the New Hampshire Revised Statutes Annotated, the codified statutory law of New Hampshire. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.

How do I cite New Hampshire § 304-C-125?

A common citation format is "New Hampshire Revised Statutes Annotated § 304-C-125" (New Hampshire). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.

Is this the official text of New Hampshire law?

No. This page is for research and education and may not include the most recent amendments. For official current law, check the New Hampshire official source linked on this page or consult a licensed New Hampshire attorney.

How does New Hampshire § 304-C-125 apply to my situation?

Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in New Hampshire can advise on how this section applies to you. Contact your state or local bar association for a referral.

Sources & Verification

Not legal advice. Verify against the official source and consult a licensed attorney in New Hampshire.