New Hampshire § 304-C-205 - Section 304-C:205 Domestication.

§ 304-C-205. Section 304-C:205 Domestication.

I. A foreign limited liability company may become a domestic limited liability company only if the domestication is permitted by the organic law of the foreign limited liability company. The laws of New Hampshire shall govern the effect of domesticating in New Hampshire pursuant to RSA 304-C:205 through RSA 304-C:210. II. A domestic limited liability company may become a foreign limited liability company if the domestication is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication shall be approved by the adoption by the domestic limited liability company of a plan of domestication in the manner provided in this subdivision. The laws of the foreign jurisdiction shall govern the effect of domesticating in that jurisdiction. III. The plan of domestication adopted by a domestic limited liability company shall include: (a) A statement of the jurisdiction in which the limited liability company is to be domesticated; (b) The terms and conditions of the domestication; (c) The manner and basis of reclassifying the membership rights of the limited liability company following its domestication into membership rights or other securities, obligations, rights to acquire membership rights or other securities, cash, other property, or any combination of the foregoing; and (d) Any desired amendments to the certificate of formation or equivalent foreign statutory document (for purposes of this subdivision, the "certificate of formation") of the limited liability company following its domestication. The plan of domestication may include any other provision relating to the domestication that may be desired. IV. The plan of domestication may include a provision that the plan may be amended prior to filing the document required by the laws of this state or the other jurisdiction to consummate the domestication, except that subsequent to approval of the plan by the members, the plan may not be amended to change: (a) The amount or kind of membership rights or other securities, obligations, rights to acquire membership rights or other securities, cash, or other property to be received by the members under the plan; (b) The certificate of formation or operating agreement, as they will be in effect immediately following the domestication, except for changes permitted by RSA 304-C:35, II or by comparable provisions of the laws of the other jurisdiction; or (c) Any of the other terms or conditions of the plan if the change would adversely affect any of the membership rights in any material respect. V. Terms of a plan of domestication may be made dependent upon facts objectively ascertainable outside the plan in accordance with the principles set forth in RSA 293-A:1.20(j). VI. If any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred, or signed by a domestic limited liability company contains a provision applying to a merger of the limited liability company and the document does not refer to a domestication of the limited liability company, then the provision shall be deemed to apply to a domestication of the limited liability company until such time as the provision is amended subsequent to that date. VII. An operating agreement of a domestic limited liability company may provide that decisions by the members relating to the limited liability company's domestications are reserved to specified members or managers.