LLC Member Dissociation, Withdrawal, and Expulsion Requirements in New Hampshire

At a glance

Requirements one by one

Default withdrawal requires 30 days' written notice

Under RSA 304-C:103(I), a member may withdraw at any time by giving the other members 30 days' written notice, unless the operating agreement provides another rule or states another notice requirement in writing. The Act states no acceptance or member-exit filing condition.

Chapter 304-C is the New Hampshire Revised Limited Liability Company Act. RSA 304-C:12 and RSA 304-C:14 to RSA 304-C:16 distinguish the economic LLC interest from the full bundle of membership rights and define the operating agreement.

Breach and early term withdrawal can create damages

If a member has withdrawal power but breaches the operating agreement or exits in connection with otherwise wrongful conduct, RSA 304-C:103(II)-(III) lets the LLC recover damages, including reasonable replacement-service costs, and offset them against otherwise distributable amounts.

Unless the agreement differs, an early withdrawal from a definite-term or particular-undertaking LLC is specified wrongful conduct. New Hampshire does not use a separate uniform-style wrongful-dissociation schedule for every automatic and court-ordered exit.

The operating agreement may tailor duties and liabilities under RSA 304-C:107 and RSA 304-C:115, but it cannot eliminate the implied covenant of good faith and fair dealing or liability for violating that covenant. RSA 304-C:40 governs agreement form.

Agreement removal can use any method or reason

Under RSA 304-C:104(I), the operating agreement may provide any member- removal method or procedure and any reason. RSA 304-C:102 also lets the agreement add dissociation events.

Chapter 304-C states no default majority, unanimous-other-member closed list, or no-cause expulsion vote when the agreement is silent. The superior-court route supplies the fallback instead.

Any member may seek cure-oriented judicial removal

If the operating agreement does not supply the removal method, procedure, and standard, any member may apply under RSA 304-C:104(II). The grounds cover a duty breach causing material injury and failure to cure when curable; other materially injurious conduct and failed cure; a certain or reasonably likely future breach or conduct likely to cause material injury; and conduct making continuation with the person not reasonably practicable.

The LLC or another member must give timely written notice specifying the duty, conduct, omission, or threat within a reasonable time after learning or reasonably being expected to learn of it. The court may order alternative relief, including redemption or cross-purchase on court-set terms.

Insolvency, death, incapacity, and entity events have exceptions

Under RSA 304-C:100, the listed bankruptcy, creditor-assignment, relief- petition, and fiduciary-appointment events dissociate an individual unless the other members unanimously vote not to treat the event as dissociation. A single-member LLC is excepted. Involuntary cases and appointments use 120-day cure periods.

Death dissociates unless the other members unanimously opt out within 10 days. An incapacity order dissociates except in a single-member LLC. RSA 304-C:101 separately addresses trust termination, multiple forms of LLC and corporate dissolution with 30- or 90-day timing, and estate distribution of the entire interest.

A single-member execution sale is another express exit. Under RSA 304-C:126(VII), the buyer receives all membership rights and becomes the member, while the debtor-member ceases membership.

Dissociation ends non-economic rights, not the retained interest

Under RSA 304-C:98, dissociation terminates all membership rights except the LLC interest and the limited former-member rights in RSA 304-C:99. Member- status agency under RSA 304-C:52 accordingly ends; the Act does not say a separately held manager office necessarily ends.

Unless the agreement or RSA 304-C:106 through :117 differs, the former member has no later fiduciary or other duties. Liability is limited to amounts accrued before dissociation and not discharged before or concurrently with it.

No statutory buyout follows by default

Under RSA 304-C:105, the former member receives any accrued distribution but no payment for the value of membership rights or the LLC interest unless the agreement provides otherwise. Without payment, the former member retains the interest with transferee allocation and distribution rights, subject to the LLC's withdrawal-damages offset.

RSA 304-C:99 preserves information access at the former member's expense, subject to reasonable restrictions, only for information reasonably relevant to allocations and distributions on the retained interest. It is not the full current-member records right.

Filings and dissolution remain separate

Under RSA 304-C:194, the annual report lists managers or, if none, at least one member, with information current as of January 1. Chapter 304-C states no immediate public filing caused solely by dissociation.

RSA 304-C:129 lists agreement, member-vote, judicial, and administrative dissolution routes; ordinary member dissociation is not itself on that list. RSA 304-C:134 separately provides member-applied judicial dissolution and alternative relief. Status exit and company winding up therefore remain distinct.

What trips people up

• Notice is both written and 30 days by default. The agreement may replace either point.
• Insolvency and incapacity contain single-member exceptions. Do not apply the multi-member automatic event without checking company size.
• Death has a 10-day opt-out. Unanimous other-member action can prevent dissociation.
• Dissociation does not cash out the interest. New Hampshire defaults to retained transferee economics, not fair-value purchase.

Common questions

May the agreement prohibit withdrawal?

Yes. RSA 304-C:103 begins with an operating-agreement override rather than an unqualified power-to-dissociate rule.

Can members remove someone without going to court?

Only through a method the operating agreement supplies. Without one, RSA 304-C:104 uses the superior-court process.

Does the former member retain any information right?

Yes, if the former member retains an LLC interest: information reasonably relevant to allocations and distributions, subject to reasonable restrictions.

Does dissociation trigger a fair-value buyout?

No under the default. The former member receives accrued distributions and retains the economic interest unless the agreement provides another result.

Statutes and sources

• RSA 304-C:1, :12, :14 to :16, :40, :52, and :98 to :105 — Act, economic/member-right distinctions, agreement form, agency, dissociation, withdrawal, removal, automatic events, effects, and no-buyout default. Official current Chapter 304-C and § 304-C:104 (accessed August 30, 2026).
• RSA 304-C:106 to :117 and :126 — agreement-variable duties, good faith, liability limits, and single-member execution sale. Official § 304-C:126 (accessed August 30, 2026).
• RSA 304-C:129, :134, and :194 — separate dissolution and annual-report boundaries. Official § 304-C:129 and § 304-C:194 (accessed August 30, 2026).