Section 304-B:16-o Procedures as to Assignees of Financial Rights.
I. When an assignment of all or a portion of a limited partnership interest is in effect and a copy delivered to the limited partnership prior to the action described in RSA 304-B:16-i, then as to that limited partnership interest the provisions of RSA 304-B:16-c through RSA 304-B:16-n must be followed subject to the requirements of this section.
II. If the limited partner has not ceased to be a partner upon assignment of the limited partner's partnership interest prior to the action described in RSA 304-B:16-i, all rights to be exercised and actions to be taken by a limited partner under RSA 304-B:16-d through RSA 304-B:16-n shall be taken by the limited partner and not by an assignee of the limited partner's partnership interest. As between the limited partnership and the assignees, the actions taken or omitted by the limited partner bind the assignees, and the following requirements shall apply:
(a) Instead of remitting a payment under RSA 304-B:16-i, the limited partnership shall forward to the dissenter limited partner:
(1) The materials described in RSA 304-B:16-i, II;
(2) An offer to pay the amount listed in the materials, with that amount to be allocated among and paid to the limited partner and the assignees of the limited liability company interest according to the terms of the assignments reflected in the required records; and
(3) A statement of that allocation.
(b) If the dissenter limited partner accepts the amount of the offer made under subparagraph (a) but disputes the allocation, the dissenter shall promptly so notify the limited partnership and within 60 days after the notification commence a proceeding and petition the court to determine the proper allocation. The limited partner shall commence the proceeding in superior court of the county in which the principal office of the limited partnership (or if none, its registered office) is located, or in the case of a surviving foreign limited partnership or other entity that is complying with this section following a merger with or conversion of a limited partnership, the limited partner shall commence the proceeding in superior court of the county in this state in which the last registered office of the limited partnership was located. The petition shall name as parties the limited partner, the limited partnership and all assignees of the limited partner's limited partnership interest. Upon being served with the petition, the limited partnership shall promptly pay into the court the amount offered under paragraph II and shall then be dismissed from the proceeding.
(c) If the dissenter considers the amount offered under subparagraph (a) inadequate, the dissenter may decline the offer and demand payment under RSA 304-B:16-l. If the dissenter makes demand for payment, RSA 304-B:16-m and RSA 304-B:16-n apply with the court having jurisdiction also to determine the correctness of the allocation.
(d) If the limited partner fails to take action under either subparagraph (b) or (c), then:
(1) As to the limited partnership, both the member and the assignees of the limited partner's limited partnership interests are limited to the amount and allocation offered under subparagraph (a); and
(2) The limited partnership discharges its obligation of payment by making payment according to the amount and allocation offered under subparagraph (a).
III. If the limited partner has ceased to be a limited partner upon assignment of the limited partner's partnership interest, the assignees of the limited partner's partnership interest shall be entitled to exercise all rights of the limited partner pursuant to RSA 304-B:16-d through RSA 304-B:16-n.
Source. 1997, 120:14, eff. Aug. 8, 1997.