New Hampshire PLLC Dentists Law

Limited Liability Company – General – New Hampshire

Related New Hampshire Legal Forms

In New Hampshire, a professional limited liability company may be organized to engage in the practice of dentistry. The PLLC is subject, generally, to the provisions of NEW HAMPSHIRE REVISED STATUTES, Chapter 304-C, and, specifically, to the provisions of NEW HAMPSHIRE REVISED STATUTES, Chapter 304-D. If there is a conflict in the statutory provisions of these two Chapters, then the provisions of Chapter 304-D control.

A PLLC organized to engage in the practice of dentistry is also subject to the rules and regulations of the New Hampshire Board of Dental Examiners.

The following selected definitions are applicable to a PLLC organized to engage in the practice of dentistry:

1. A “disqualified person” is a natural person, corporation, partnership, fiduciary, trust, association, government agency, or other entity which for any reason is or becomes ineligible under this chapter to be a member of a professional limited liability company.
2. The “licensing authority” is the officer, board, agency, court or other authority in New Hampshire which has the power to license, register, certificate, or otherwise grant legal authorization to render a professional service.
3. “Professional services” are any services which may lawfully be rendered only by certified public accountants, public accountants, architects, attorneys, podiatrists, chiropractors, dentists, pharmacists, professional engineers, land surveyors, registered professional nurses, optometrists, physicians and surgeons, psychologists, veterinarians, and all other professionals licensed, registered, certified, or otherwise authorized and permitted to practice independently under the provisions of RSA 309-A, 310-A, 311, 315, 316-A, 317-A, 318, 326-B, 327, 329, 330-A, or 332-A.
4. A “qualified person” is a natural person, general partnership, professional corporation or professional limited liability company which is eligible under this chapter to be a member of a professional limited liability company.

A professional limited liability company may be organized only for the purpose of rendering professional services, including necessary related services, within a single profession. A professional limited liability company may be formed for the purpose of rendering professional services within two or more professions and for any purpose or purposes of New Hampshire for which limited liability companies may be organized under the law of New Hampshire applicable to limited liability companies ONLY to the extent that the combination of professional purposes or of professional and business purposes is permitted by the licensing laws of New Hampshire applicable to such professions and by rules adopted under those laws.

A professional limited liability company may not engage in any profession or business other than the profession or professions and businesses permitted by its certificate of formation. A professional limited liability company may invest its funds in real estate, mortgages, stocks, bonds or any other type of investment.

A professional limited liability company may render professional services in New Hampshire only through those persons permitted to render those services by the appropriate licensing authority. This restriction does not require that any person who is employed by a professional limited liability company must be licensed to perform services for which no license is otherwise required, and does not prohibit the rendering of professional services by a licensed natural person acting in an individual capacity or prohibit the rendering of professional services by a person acting under the supervision or control of a licensed natural person.

The name of a domestic professional limited liability company authorized to transact business in New Hampshire:

1. Must end with one of the following words or abbreviations: “professional limited liability company” or “P.L.L.C.”;
2. Must not contain any word or phrase which indicates or implies that it is organized for any purpose other than the purposes contained in its certificate of formation or application for registration;
3. Must satisfy the requirements of RSA 304-C:3, except that a name must not constitute a deceptively similar name if the similarity results from the use in the professional limited liability company’s name of personal names of its members or former members or of natural persons who were associated with a predecessor entity;
4. Must otherwise conform to any rule adopted by a licensing authority having jurisdiction of a professional service described in the certificate of the professional limited liability company.

No person may be a member of a professional limited liability company except:

1. Natural persons who are authorized by law in New Hampshire, any other state or territory of the United States or the District of Columbia, or any foreign country to render professional services permitted by the certificate of formation of the professional limited liability company;
2. Professional limited liability companies, domestic or foreign, in which all the members are qualified persons with respect to the professional limited liability company;
3. General partnerships in which all the partners are qualified persons with respect to the professional limited liability company; and
4. Professional corporations, domestic or foreign, authorized by law in New Hampshire to render professional services permitted by the certificate of incorporation of the professional corporation.

When deemed necessary by the licensing authority for any profession in order to prevent violations of the ethical standards of the profession, the licensing authority may by rule further restrict, condition, or abridge the requirements to be a member of professional limited liability companies.

Any membership that is in violation of the statutory restrictions is void.

A member of a professional limited liability company may transfer, assign or pledge his/her interest only to natural persons, professional limited liability companies, general partnerships and professional corporations qualified under this chapter to be members of a professional limited liability company. Any transfer, assignment or pledge of an interest in violation of this statutory, restriction except the transfer of an interest by operation of law or court decree, is void.

A member of a professional limited liability company who becomes a disqualified person, unless the period of disqualification is for less than 5 months from the date of disqualification, must cause cessation of his/her membership in the company.

Unless otherwise provided in the operating agreement, upon the death of a member, or if a member becomes a disqualified person, or if an interest in a professional limited liability company is transferred by operation of law or court decree to a disqualified person, the interest of the deceased member or of the disqualified person may be assigned to a qualified person.

Every individual who renders professional services as a member, manager, or employee of a professional limited liability company is liable for any negligent or wrongful act or omission in which he/she personally participates to the same extent as if he/she rendered the services as a sole practitioner. A member, manager, or employee of a professional limited liability company is not be liable for the conduct of other members, managers, or employees unless that member is at fault in appointing, supervising, or cooperating with them. Every professional limited liability company whose members, managers, or employees perform professional services within the scope of their membership or employment or of their apparent authority to act for the professional limited liability company are liable to the same extent as its members, managers, and employees.

Except as otherwise provided by law, the personal liability of a member, manager, or employee of a professional limited liability company is no greater in any respect than that of a member, manager, or employee of a limited liability company organized under the laws of New Hampshire applicable to limited liability companies.

The relationship between an individual performing professional services as a member, manager, or employee of a professional limited liability company and a client or patient are the same as if the individual performed the services as a sole practitioner. The relationship between a professional limited liability company performing professional services and the client or patient must be the same as between the client or patient and the individual performing the services.

Any privilege applicable to communications between a person rendering professional services and the person receiving the services recognized under the laws of New Hampshire, whether statutory or derived from common law, is not affected by reason of formation of a professional limited liability company. The privilege extends to a professional limited liability company and its members, managers, and employees in all cases in which it is applicable to communications between a natural person rendering professional services on behalf of the professional limited liability company and the person receiving the services.

No proxy for the purpose of voting as a member or manager in a professional limited liability company must be valid unless it is given to a qualified person. A voting trust with respect to voting in a professional limited liability company must not be valid unless all the trustees and beneficiaries of the voting trust are qualified persons, except that a voting trust may be validly continued for a period of 10 months after the death of a deceased beneficiary or for a period of 5 months after a beneficiary has become a disqualified person.

Except as otherwise provided by the licensing laws of New Hampshire and rules adopted under these laws or by any licensing authority in New Hampshire, each manager of a professional limited liability company, if any, and all the officers, if any, other than the secretary or an assistant secretary and the treasurer or an assistant treasurer must be qualified persons with respect to the professional limited liability company.

Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.


Inside New Hampshire PLLC Dentists Law