New Hampshire: LLC Operating Agreement Requirements
The short answer
New Hampshire does not require an operating agreement. It may be written, oral, or implied, and members, managers, transferees, and the LLC can be bound without signing. The statutory fallbacks are member management, contribution-weighted member votes and economic shares, one vote per manager, majority decisions for most matters, and unanimity for amendments and new-member admission. Manager management belongs in the agreement, while the public certificate must state the management form.
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This is the general rule in New Hampshire. Ezel applies current New Hampshire law to your specific facts and answers with citations to the statutes.
| Governing law and document name | New Hampshire Revised Limited Liability Company Act; 'operating agreement' (RSA 304-C:1, :16) |
|---|---|
| Required or optional | Optional; Chapter 304-C supplies 'unless the operating agreement provides otherwise' defaults, including member management (RSA 304-C:47(II)) |
| Permitted form and signatures | Written, oral, or implied unless a written agreement provides otherwise; no general signature, witness, acknowledgment, or notary condition, and no statute of frauds. Some nonparty rights and admission mechanisms require writings (RSA 304-C:40, :44-:46) |
| Adoption timing and effect | No general adoption deadline; LLC forms when its certificate is filed, and an initial member is admitted on the agreement's stated date or otherwise on formation. The Act does not make the entity exist before filing (RSA 304-C:31(III), :53(I)) |
| Single member and assent | At least one member required; sole-member agreement enforceable. Members and managers are deemed to assent; transferees are bound unsigned, and the LLC need not sign (RSA 304-C:20, :41-:43) |
| Management and authority defaults | Member-managed unless the agreement provides manager management; the certificate must state the chosen form. Members are default agents; under manager management, members are not agents and managers are, unless the agreement changes that agency rule (RSA 304-C:31(II)(d), :47, :52) |
| Voting, economic, and transfer defaults | Member votes and profit/loss/distribution shares track formation-contribution value; most member matters use a majority, while managers vote one each by number. Economic interests transfer without consent but no management rights; admission generally needs all other members (RSA 304-C:65, :67, :78-:79, :90, :94-:95, :123-:124) |
| Nonwaivable rules and duties | Duties and liability may be expanded, restricted, or eliminated, but not the implied contractual covenant or liability for violating it. Solvency limits, reasonable information standards, and specified fraud/illegality judicial-dissolution grounds remain (RSA 304-C:55, :93, :107, :115, :134(III)) |
| Amendment, filing, and records | Default unanimous amendment of both agreement and certificate; certificate amendments are separately filed. On reasonable written demand, members may obtain written agreements and amendments; digital records are allowed if convertible to writing (RSA 304-C:34, :55, :67(II)) |
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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)
Source links
Every statute quoted above, linked, with the date we checked it.
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