Article 1 - Formation
1.1 The Company was formed upon the filing of Articles of Organization with the New Hampshire Secretary of State on [[Formation Date]] pursuant to the New Hampshire Limited Liability Company Act (RSA 304-C, as amended) (the "Act").
1.2 The name of the Company is [[LLC Full Legal Name]]. The Company may conduct business under any other name permitted by law.
1.3 The principal place of business is [[Principal Office Address, City, New Hampshire, ZIP]]. The Company may change its principal office or have additional offices as determined by the Members or Managers.
1.4 The term of the Company shall continue until dissolved in accordance with this Agreement or the Act.
Article 2 - Purpose
The purpose of the Company is to engage in any lawful business or activity for which limited liability companies may be organized under the Act and to do all things necessary or incidental thereto.
Article 3 - Members and Capital Contributions
3.1 The initial Members and their Percentage Interests and Capital Contributions are set forth on Schedule A.
3.2 No Member shall be required to make additional capital contributions unless agreed in writing.
3.3 Capital accounts shall be maintained in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv).
Article 4 - Management
4.1 Member-Managed or Manager-Managed
The Company shall be [[Member-managed OR Manager-managed. If Manager-managed, the initial Managers are listed on Schedule B]].
4.2 Authority
If Member-managed, each Member has authority to bind the Company in the ordinary course. Major decisions (sale of substantially all assets, admission of new Members, amendment of this Agreement, borrowing in excess of $[[Threshold Amount]], etc.) require the consent of Members holding at least [[Percentage, e.g. "a majority" or "75%"]] of the Percentage Interests.
If Manager-managed, the Managers have full authority to manage day-to-day operations. Major decisions require Member approval as above.
4.3 Meetings and Voting
Meetings may be called by any Member (or Manager). Notice may be given electronically. Action may be taken without a meeting by written consent of the required percentage of Members.
Article 5 - Distributions
5.1 Distributions of cash or other property shall be made at such times and in such amounts as the Members (or Managers) determine, after reserving for working capital, debts, and anticipated expenses.
5.2 Distributions shall be made in proportion to Percentage Interests unless otherwise agreed or required by the Act or tax law.
Article 6 - Allocations of Profits and Losses
Profits and losses shall be allocated among the Members in proportion to their Percentage Interests, or as otherwise required to comply with Section 704 of the Internal Revenue Code and Treasury Regulations.
Article 7 - Transfer of Membership Interests
7.1 No Member may transfer all or any portion of a Membership Interest without the prior written consent of the other Members holding at least [[Required Consent Percentage]] of the Percentage Interests, except for transfers to a trust for estate planning purposes controlled by the transferring Member.
7.2 Any permitted transferee shall become a Member only upon agreeing in writing to be bound by this Agreement.
Article 8 - Withdrawal; Dissociation
A Member may withdraw only upon [[Notice Period, e.g. "ninety (90) days"]] prior written notice and only if the withdrawal does not violate any agreement with the Company or other Members. Upon withdrawal, the Member shall be entitled to receive the fair value of the interest as determined under the Act or by agreement, less any amounts owed to the Company.
Article 9 - Dissolution and Winding Up
The Company shall dissolve upon:
(a) Written consent of Members holding at least [[Dissolution Percentage]] of Percentage Interests;
(b) Entry of a decree of judicial dissolution; or
(c) The occurrence of any event requiring dissolution under the Act.
Upon dissolution, the Managers or Members shall wind up the affairs, pay or provide for creditors, and distribute remaining assets in accordance with positive capital account balances and the Act.
Article 10 - Indemnification and Limitation of Liability
10.1 The Company shall indemnify and hold harmless each Member, Manager, and officer to the fullest extent permitted by the Act against liabilities and expenses arising from their good faith actions on behalf of the Company.
10.2 No Member or Manager shall be liable to the Company or other Members for any loss or damage arising from actions or omissions in good faith, except for fraud, bad faith, willful misconduct, or breach of fiduciary duty.
Article 11 - Records and Accounting
The Company shall keep at its principal office complete and accurate books and records, including a current list of Members. Each Member has the right to inspect the books upon reasonable notice. The fiscal year shall be the calendar year unless otherwise determined.
Article 12 - Miscellaneous
12.1 This Agreement constitutes the entire agreement among the Members and supersedes all prior agreements.
12.2 Amendments require written consent of Members holding at least [[Amendment Percentage]] of Percentage Interests.
12.3 This Agreement is governed by the laws of the State of New Hampshire.
12.4 If any provision is held invalid, the remainder shall continue in effect.
12.5 This Agreement may be executed in counterparts and by electronic signature.
Signatures of Members
Member 1:
Signature: _______________________________ Date: [[Date]]
Printed Name: [[Member 1 Name]]
Member 2:
Signature: _______________________________ Date: [[Date]]
Printed Name: [[Member 2 Name]]
[[Add additional signature blocks as needed]]
Schedule A - Members, Capital Contributions, and Percentage Interests
| Member Name | Capital Contribution | Percentage Interest |
|-------------|----------------------|---------------------|
| [[Member 1 Name]] | $[[Amount]] | [[XX]]% |
| [[Member 2 Name]] | $[[Amount]] | [[XX]]% |
| Total | | 100% |
Schedule B - Initial Managers (if Manager-Managed)
[[List names, addresses, and initial terms if applicable]]
Template - not professional advice. This is a sample New Hampshire LLC Operating Agreement. The New Hampshire Limited Liability Company Act (RSA 304-C) governs default rules. Tax treatment (disregarded, partnership, or corporation) should be confirmed with a tax advisor. Customize for single-member vs. multi-member, manager vs. member managed, and special allocations. File any required annual reports with the NH Secretary of State. Consult licensed New Hampshire counsel. All user inputs use [[Merge Fields]]. Effective June 2026.
New Hampshire LLC Key Points (as of 2026)
- No requirement for annual meetings unless set in the Operating Agreement.
- Annual report due to Secretary of State.
- Members and Managers have limited liability.
- Default fiduciary duties apply unless modified (subject to Act limits).
- Single-member LLCs are permitted and common.
Sources: RSA 304-C; New Hampshire Secretary of State business resources. Verified June 2026.
