LLC Operating Agreement Requirements in New Hampshire

At a glance

Requirements one by one

Governing law and document name

RSA 304-C:1 names the New Hampshire Revised Limited Liability Company Act. RSA 304-C:16 defines an operating agreement as any agreement of the member or members about the LLC's internal affairs or business conduct, including amendments and restatements.

Required or optional

An agreement is optional. The Act repeatedly supplies rules that apply “unless the operating agreement provides otherwise.” For example, RSA 304-C:47(II) makes member management the fallback when an agreement does not choose another structure.

Permitted form and signatures

RSA 304-C:40 is unusually explicit: unless a written agreement says otherwise, the agreement and its amendments may be written, oral, or implied by course of dealing or otherwise. RSA 304-C:44 also removes the agreement from any statute of frauds. The Act states no general witness, acknowledgment, or notarization condition.

Writing still matters for particular provisions. RSA 304-C:45 permits an agreement to grant rights to a nonparty only to the extent set forth in writing. RSA 304-C:46 describes written admission or transfer terms that can be satisfied either by signature or by unsigned compliance with their conditions.

Adoption timing and effect

The Act states no general agreement-adoption deadline. Under RSA 304-C:31, the LLC forms when its certificate becomes effective. RSA 304-C:53(I) lets the agreement state an initial member's admission date; if it is silent, admission occurs on formation. Those rules do not make the LLC exist before its public filing becomes effective.

Single member and assent

RSA 304-C:20 requires at least one member, and RSA 304-C:43 expressly protects a single-member agreement from being unenforceable merely because one person is the only party.

Signatures are not the assent rule. RSA 304-C:41 deems each later member or manager to assent and binds a transferee of an LLC interest even without a signature, subject to § 304-C:125. RSA 304-C:42 separately binds the LLC and lets it enforce the agreement without the LLC signing.

Management and authority defaults

RSA 304-C:47 makes the LLC member-managed unless its operating agreement provides manager management. RSA 304-C:31(II)(d) separately requires the filed certificate of formation to state whether management is by members or by managers appointed under the agreement. The private agreement and public certificate therefore need to tell the same management story.

RSA 304-C:52 makes every member a default agent. When the agreement provides manager management, membership alone creates no agency and each manager is a default agent, unless the agreement changes those rules. An agent's act binds the LLC unless the agent lacked actual authority and the counterparty knew it.

Voting, economic, and transfer defaults

New Hampshire's member defaults are contribution-weighted. RSA 304-C:65 gives each member votes proportionate to that member's formation contributions, and RSA 304-C:67 uses a member majority for most reserved matters. All members must approve agreement amendments, certificate amendments, added membership rights, and new-member admission unless the agreement changes those thresholds.

Managers use different math. RSA 304-C:78 gives each manager one vote, and RSA 304-C:79 uses a majority of managers by number. Under RSA 304-C:94, the applicable member or manager majority decides the timing and aggregate amount of interim distributions.

RSA 304-C:90 and RSA 304-C:95 allocate profits, losses, and distributions by the agreed value of contributions received, unless the agreement provides otherwise. RSA 304-C:123 lets a member transfer the economic LLC interest without another member's vote but withholds management and other member powers. Under RSA 304-C:124, admission generally requires a unanimous vote of all members other than the transferor.

Nonwaivable rules and duties

New Hampshire permits unusually broad duty drafting. RSA 304-C:107 lets an agreement expand, restrict, or eliminate duties, including fiduciary duties, but forbids eliminating the implied contractual covenant of good faith and fair dealing. RSA 304-C:115 similarly permits broad limitation or elimination of liability except liability for violating that covenant.

Other statutory floors remain. RSA 304-C:93 bars a distribution that would leave the LLC unable to pay debts and imposes return liability on a knowing recipient. RSA 304-C:55 gives members reasonable-purpose information rights, subject to reasonable standards rather than an unlimited denial.

Judicial dissolution is split. RSA 304-C:134(I) expressly lets an agreement change the impracticability and deadlock route. Subsection (III), without that contractual qualifier, preserves a member's application for certificate fraud, abuse of lawful authority, persistently fraudulent or illegal business, or abuse contrary to state public policy.

Amendment, filing, and records

RSA 304-C:67(II) defaults to all-member approval for both an agreement amendment and a certificate amendment. They remain separate documents: RSA 304-C:34 makes filing a certificate of amendment the way to change the public certificate.

RSA 304-C:55 lets a member make a reasonable-purpose written demand for a copy of any written agreement and its amendments. The LLC may keep its records digitally if they can be converted into written form within a reasonable time, and the agreement may set reasonable access standards.

What trips people up

The default percentages are contribution values, not an arbitrary ownership schedule. Member votes, allocations, and distributions follow the agreed value of formation or received contributions unless the agreement replaces that statutory math.

Managers and members use different voting defaults. Member voting is contribution-weighted. Managers get one vote each and decide by headcount.

Manager management has a public side. The agreement establishes manager management, but the certificate must also state the management form. Changing one document without reviewing the other creates an avoidable mismatch.

Common questions

Can a New Hampshire LLC have an oral operating agreement? Yes. RSA 304-C:40 expressly recognizes oral and implied agreements unless a written agreement provides otherwise.

Must a later member or manager sign the agreement? Not as a general assent rule. RSA 304-C:41 deems a person who becomes a member or manager to assent. Specific written admission conditions can still require a signature under RSA 304-C:46.

Does an economic-interest transferee automatically vote? No. RSA 304-C:123 gives the transferee allocations and distributions but not management or other member powers unless the agreement or admission rules provide them.

Statutes and sources

• RSA 304-C:1, :16, and :20 — Act name, agreement definition, and one-member minimum. https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-1.htm, https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-16.htm, and https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-20.htm (accessed 2026-07-27)
• RSA 304-C:31 and :34 — formation, management-form statement, and public certificate amendments. https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-31.htm and https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-34.htm (accessed 2026-07-27)
• RSA 304-C:40 to :47 — agreement form, assent, single-member enforcement, statute of frauds, special writings, and management choice. https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-40.htm, https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-41.htm, https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-42.htm, https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-43.htm, https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-44.htm, https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-45.htm, https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-46.htm, and https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-47.htm (accessed 2026-07-27)
• RSA 304-C:52, :53, and :55 — agency, initial admission, information, and agreement-copy rights. https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-52.htm, https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-53.htm, and https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-55.htm (accessed 2026-07-27)
• RSA 304-C:65, :67, :78, and :79 — member and manager voting defaults. https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-65.htm, https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-67.htm, https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-78.htm, and https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-79.htm (accessed 2026-07-27)
• RSA 304-C:90 and :93 to :95 — allocation, distribution timing, allocation, and solvency. https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-90.htm, https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-93.htm, https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-94.htm, and https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-95.htm (accessed 2026-07-27)
• RSA 304-C:107 and :115 — duty and liability modification with preserved implied-covenant floor. https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-107.htm and https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-115.htm (accessed 2026-07-27)
• RSA 304-C:123, :124, and :134 — economic transfers, admission, and judicial dissolution. https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-123.htm, https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-124.htm, and https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-134.htm (accessed 2026-07-27)