A New Hampshire LLC operating agreement is the private document that controls how your LLC operates under RSA chapter 304-C. New Hampshire is one of few states that recognizes oral and implied agreements, but only a written version holds up when it counts.
Choose the version that matches your New Hampshire LLC structure.
Do You Have to Put a New Hampshire LLC Agreement in Writing?
No. New Hampshire does not require an LLC to adopt or file a written operating agreement. In fact, RSA 304-C:40 expressly allows an operating agreement to be written, oral, or implied by the parties’ course of dealing unless a written agreement provides otherwise.
The document filed to create the LLC is the Certificate of Formation, not the operating agreement. The current state filing fee is $100, and filing information is available through the New Hampshire Secretary of State LLC forms and fees page.
New Hampshire also separates enforceability from signatures. A person who becomes a member or manager is deemed to assent to the operating agreement, and the LLC itself does not need to sign it in order to be bound by or enforce it.
How New Hampshire Defines an Operating Agreement
“Operating agreement” means any agreement, including any amendments or restatements, whether referred to as a limited liability company agreement, operating agreement, or otherwise, of the member or members as to the internal affairs of a limited liability company or the conduct of its business.
New Hampshire uses operating agreement as the statutory term. It covers the members’ agreement about the LLC’s internal affairs and business, including later amendments or restatements.
RSA 304-C:40 recognizes all three forms unless a written operating agreement provides otherwise. An agreement may also be implied by a course of dealing or other circumstances.
New Hampshire treats assent separately from a signature. A person who becomes a member or manager is deemed to assent to the agreement under RSA 304-C:41, and RSA 304-C:42 says the LLC itself does not have to sign the agreement to be bound by or enforce it.
RSA 304-C:43 expressly provides that a single-member LLC’s operating agreement is not unenforceable merely because only one person is a party to it.
New Hampshire goes a step further in RSA 304-C:44: an operating agreement is not subject to any statute of frauds. That reinforces the statute’s recognition of operating agreements that are not necessarily written.
New Hampshire LLC Default Rules Worth Addressing in Writing
New Hampshire strongly favors freedom of contract, but Chapter 304-C supplies detailed fallback rules when owners do not write their own. These are six defaults worth addressing directly in an operating agreement.
Votes are not automatically one per member. Each member’s voting power is proportional to that member’s share of cash, property, and services contributed in connection with formation.
§ 304-C:65Amending the operating agreement generally requires the affirmative vote of all members. The same unanimity rule applies to admitting a new member.
§ 304-C:67Allocations follow the agreed value of contributions the LLC has actually received and not specifically returned as capital, unless the agreement sets another formula.
§ 304-C:90Members may remove a manager by majority vote at any time, with or without a reason, unless the operating agreement changes that rule.
§ 304-C:50Any member may demand a general meeting, which generally must occur within 30 days unless such a meeting was held during the previous 240 days.
§ 304-C:62An economic LLC interest may generally be transferred without another member’s vote, but transferring full membership rights requires unanimous approval of the other members, and management rights do not automatically pass to the buyer.
§§ 304-C:121, 123-124