Agency Power of Members and Managers, Etc.
RSA 304-C:52
in effect304-C:52. Agency Power of Members and Managers, Etc.
I. Except as provided in paragraph III, every member is an agent of the limited liability company for the purpose of its business and internal affairs.
II. The act of any member who is an agent of a limited liability company under paragraph I, including the signing of any legal document in the name of the limited liability company, shall bind the limited liability company unless:
(a) The member so acting has, in fact, no authority to act for the limited liability company in the particular matter, and
(b) The person with whom the member is dealing has knowledge of the fact that the member has no such authority.
III. If the operating agreement provides that a limited liability company shall be managed by a manager or managers:
(a) Unless the operating agreement provides otherwise, no member, solely by reason of being a member, is an agent of the limited liability company; and
(b) Unless the operating agreement provides otherwise, every manager is an agent of the limited liability company for the purpose of its business and internal affairs.
IV. The act of any manager, including the signing in the name of the limited liability company of any legal document, shall bind the limited liability company unless:
(a) The manager so acting has, in fact, no authority to act for the limited liability company in the particular matter, and
(b) The person with whom the manager is dealing has knowledge of the fact that the manager has no such authority.
Source. 2012, 232:2, eff. Jan. 1, 2013.
Source: New Hampshire General Court (gc.nh.gov)URL: https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-52.htmFetched: 10/20/2026