Alternatives to Bankruptcy in New Hampshire

New Hampshire’s Framework: Local Recordings, Tax Clearance and Distinct Remedies

Start With the State Rules That Change the Plan

A New Hampshire business evaluating bankruptcy alternatives should begin with four local issues: whether its proposed assignee satisfies the resident-fiduciary and recording requirements, which court remedy actually fits its entity, whether its creditor notices use the correct dates, and when it can obtain the tax certificate required before distributions to members or managers. These are practical transaction conditions. A sale price, a signed assignment or a Secretary of State filing cannot answer them by itself.

The state’s assignment rules are short but consequential. Chapter 569 addresses assignments for creditors and makes local residency and recording relevant to the transfer of title. Chapter 568 is a separate, older insolvency scheme whose assignment provision expressly excludes a person entitled to proceed under the federal bankruptcy law identified in that text. Reading the old chapter’s claims and discharge language as a ready-made modern business liquidation procedure can therefore produce a fundamentally mistaken plan.

Court-supervised control also requires a choice of legal route. The corporation statute distinguishes a receiver who liquidates from a custodian who manages. The LLC statute provides for a liquidating trustee upon an appropriate application and showing. General equity jurisdiction supplies another starting point for analysis, but it does not appoint a receiver automatically or give a private assignee every power a court could authorize.

Read RSA 569:1, 569:2, 568:6, 293-A:14.32 and 304-C:139 together before choosing a label for the transaction.

A New 2026 Transfer-Law Check

New Hampshire’s Uniform Voidable Transactions Act, Chapter 545-B, took effect August 31, 2026. The enacted transition preserves former Chapter 545-A for transfers made or obligations incurred before the effective date, applies the new chapter to later transactions, and protects the treatment of previously accrued actions. An October assignment involving a June insider payment may require more than one statutory version. A research file should record the actual transaction dates, not simply the date someone began considering closure.

The new governing-law provision also makes business geography important. For an organization with one place of business, that place determines location under the section; an organization with multiple places of business is located at its chief executive office. The provision has a separate qualified-trust exception. For ordinary business transactions, this is a warning against assuming that Delaware formation selects the law for every transfer involving a New Hampshire operating company.

The transition appears in 2026 Chapter 215, sections 8–9; see also RSA 545-B:10. The transfer analysis below uses the current Act while identifying the need to review earlier law for earlier events.

Map Each Entity and Asset Before Comparing Processes

Prepare a short ownership map showing the borrower, operating company, employer, tenant, real-estate owner, intellectual-property owner and any guarantor. A Manchester manufacturer may lease its building from a related LLC while its lender holds a lien only on equipment and receivables. A receiver appointed over the property owner does not automatically obtain the manufacturer’s customer contracts. A sale of the manufacturer’s assets does not automatically convey the building or settle the owner’s mortgage.

A New Hampshire LLC is a separate legal entity. Its members’ economic interests are different from the company’s equipment, cash and litigation rights. That distinction becomes particularly important when an owner says that the company has stopped trading and therefore its remaining claims or bank balance belong to the owner. A valid transfer, distribution analysis and creditor provision are still needed.

Foreign companies need a parallel analysis. A Vermont or Delaware LLC may follow its formation law for internal winding up while addressing New Hampshire property, workers, taxes and registration. New Hampshire’s foreign-registration cancellation provision requires a DRA withdrawal statement and preserves service for specified local causes of action. Leaving the state’s registration system does not erase obligations created while operating here.

Sources: RSA 304-C:19, 304-C:26 and 304-C:179. Compare the Delaware guide when the company was formed there, and the Vermont guide for operations or entities across the western border.

New Hampshire Assignment for the Benefit of Creditors

New Hampshire Receivership

How to Close an LLC With Debt in New Hampshire

Compare the Approaches

Choose the Required Powers Before Comparing Fees

The comparison begins with the problem that must be solved. A business with a viable operating core and cooperative lenders may need time, covenant relief and a repayment schedule. Another may need an independent sale fiduciary. A third may need court control because the owners cannot cooperate. A fourth may need federal tools because contracts, holdouts or competing enforcement actions cannot be handled by agreement alone.

Write the essential transaction requirements in plain language. Examples include access to a leased facility for six weeks, continued use of cash collections, assignment of a customer contract, release of equipment liens, protection of a disputed asset or a binding plan for creditors. Then ask which route can supply each requirement and what conditions apply. A low initial quote for a process that cannot deliver the buyer’s essential contract is not a cheaper route to the same result.

Control is another real cost. Management may retain more discretion in a workout but must earn credibility with creditors. An assignment transfers responsibilities to a fiduciary. A receiver or liquidating trustee acts under a court-defined mandate. Chapter 11 usually leaves management operating under federal duties and oversight, while Chapter 7 puts administration in a trustee’s hands. Evaluate the practical effect on employees, customers, record access and decision speed.

A Two-Track Decision File

Prepare one plan for continuation or sale and another for an orderly fallback. Both should use the same opening cash, asset descriptions and creditor balances. If the optimistic plan assumes a buyer pays in thirty days, the fallback should address what happens on day thirty-one if financing fails. Identify the last date on which each alternative can still be funded. Waiting until the account reaches zero can eliminate processes that previously looked available.

The fallback does not need to announce that the business will fail. It gives the board or managers a documented response to failed assumptions. Establish objective checkpoints: signed forbearance, verified buyer funds, required consent, minimum cash or a court ruling. Attach the person responsible and the consequence of missing the checkpoint. This makes a specialist conversation more useful than asking which process is generally best in New Hampshire.

Keep creditor treatment separate from owner outcomes. A process may maximize company value while leaving a personal guarantee unresolved. An LLC closure may be administratively straightforward while an owner remains liable under a lease guarantee or separate tax rule. Compare the business transaction and each third-party obligation on their own terms rather than assuming that success on one resolves all the others.

Assignment Administration, Creditor Claims and Distribution Controls

Design the Administration Before Moving Property

A New Hampshire assignment needs an administration plan because Chapter 569 does not provide a complete modern notice, claim-objection, distribution and closing procedure. The agreement, applicable law and any court involvement must be reviewed together. The proposed assignee should explain what property will be received, how cash will be safeguarded, how creditor communications will work and who can resolve disputes.

Start with an inventory that distinguishes company-owned assets, collateral, leased items, customer property and disputed title. Include cash, receivables, work in process, intellectual property, deposits, refunds and potential causes of action. Record physical location, condition, estimated value, security interests and any access restriction. A warehouse count is not a complete legal inventory if the valuable asset is a customer contract or an unresolved claim.

At the handoff, reconcile bank balances and outstanding payments. Determine who can endorse checks, control merchant settlements and access accounting software. Preserve emails and transaction logs relevant to liens, ownership, creditor disputes and insider transfers. Maintain a change log for the inventory rather than overwriting the initial schedule whenever an asset is sold or a new claim is found. Creditors should be able to understand what changed and why.

Notices Should Say What the Process Actually Does

A creditor communication should identify the assignor, assignee, effective transaction, claim-submission instructions, contact information and any supported deadline. It should distinguish a requested administrative date from a legally enforceable claim bar. Do not borrow the LLC dissolution deadlines or Chapter 568 claim provisions merely because they are printed elsewhere in New Hampshire law. An assignment, a dissolution and a court proceeding can overlap, but each must satisfy its own requirements.

If creditors are asked to consent to a settlement or release, explain the scope of that consent, the consideration and the consequences of declining. A creditor’s receipt of a notice does not automatically prove agreement to forgive debt. Obtain counsel’s analysis before representing that a claim has been eliminated. Preserve the version sent and any supporting authority so later administrators can distinguish a negotiated release from an internal accounting write-off.

Use a register with separate fields for asserted amount, admitted amount, disputed amount, collateral, priority position, setoff, guarantor, notice status and supporting documents. A secured claim may also have an unsecured deficiency. A supplier might hold goods belonging to the company while asserting storage charges. An affiliate balance may require more documentation than an ordinary vendor invoice. Classification should follow facts and law rather than the chart-of-accounts label.

Proceeds Are Not Automatically a Bankruptcy Waterfall

A secured-party sale has its own proceeds framework under RSA 382-A:9-615. A New Hampshire common-law assignment must also account for RSA 569:2, other applicable priorities and existing property interests. 31 U.S.C. § 3713 can apply when a debtor owes the United States and the statutory insolvency and administration conditions are met; it contains a Title 11 exception and potential exposure for a representative who pays other debts first.

The federal rule should not be reduced to a universal statement that every federal claim defeats every lien. Its application and relationship to secured interests require legal analysis. The practical instruction is to identify federal claims early and obtain a supported distribution memorandum. Likewise, assignee fees, preservation expenses and professional charges should not be placed ahead of every other interest merely because they were necessary to conduct the sale.

For planning, create a gross-to-net schedule identifying the legal or contractual basis of each deduction. Separate agreed lender releases, sale costs, tax obligations, employee exposures, administration expenses and claim reserves. Where a priority issue is unresolved, show alternative outcomes. An estimated pool is useful for discussion, but distributions should wait for the authority, approvals and reserve analysis required in the actual case.

Disputed Claims and Interim Payments

Suppose a hypothetical equal-ranking pool has $360,000 available, $1.35 million of undisputed claims and $450,000 of disputed claims. If the disputed claims are fully allowed, the illustrative rate is twenty percent. Reserving $90,000 for those disputes leaves $270,000 for undisputed claims at that same rate. Paying the entire pool to the undisputed group first would create a shortfall if the disputes later succeed.

That arithmetic is a planning illustration, not a rule that every contested claim must be reserved at face value or that all creditors share equally. Collateral, priorities, settlement probabilities, expenses and court directions can change the calculation. The lesson is to make the reserve assumption explicit before announcing a dividend. Explain who can adjust it and how affected parties will receive the required information.

Before final distribution, reconcile cash to bank statements, sales to closing documents, claims to the approved register and expenses to invoices and authority. Maintain a schedule of uncashed checks, unlocated creditors, disputed balances and retained records. Closing the fiduciary’s bank account should follow resolution of the administration’s legal and practical obligations, not simply the departure of the last asset from the premises.

New Hampshire Taxes, Final Payroll and Worker Notice

The DRA Certificate Is a Distribution Condition

RSA 77-A:18 prohibits the specified distributions of property to shareholders or LLC members and managers until taxes, interest and penalties have been paid and the DRA certificate has been obtained. The statute provides a $30 nonrefundable request fee. RSA 77-E:12 separately addresses corporate distributions and certifications under Business Enterprise Tax. Read each section’s entity scope; the broader DRA certificate language also requires attention to all taxes the department administers. Paying the request fee does not pay the underlying liability or establish that the agency will issue the certificate.

Separate three documents often confused in closure discussions: tax certification from DRA, cancellation or other entity documents filed with the Secretary of State, and lien releases or tax-status evidence required for a particular sale. A certificate addressing the business’s tax position is not a settlement with trade creditors. Conversely, a negotiated vendor settlement does not bring missing tax returns current.

Build the tax file early enough to reflect the disposition of assets. The final return may need information that does not exist when the board first votes to close: sale allocation, installment obligations, recapture, final compensation, receipts and retained property. Reconcile federal and New Hampshire treatment with the tax adviser. Do not submit a return marked final while leaving material later activity unexplained.

DRA’s certification instructions describe AU-22 and Granite Tax Connect and the supporting final-return and liquidation materials. Rev 309.01–.04 distinguish request types; the dissolution rule provides issuance or a denial stating reasons within sixty days of the later of the request or receipt of all required returns and documentation. The agency’s public page describes approximate processing times. Neither should be portrayed as guaranteed clearance sixty days after sending an incomplete form.

Business Taxes and Separate Agency Accounts

DRA’s Business Taxes guidance treats Business Profits Tax and Business Enterprise Tax as distinct taxes. A company with little or no accounting profit should not assume that it has no Business Enterprise Tax reporting issue. The tax base, filing threshold, period, entity treatment and combined-group position need separate review. This guide does not turn a current tax rate into a permanent assumption for every closing year.

Create an account register for DRA, New Hampshire Employment Security, applicable meals-and-rooms or other specialized taxes, local obligations and federal payroll reporting. Identify the person authorized to close or update each account, the final period, the required submission and the evidence of completion. A tax preparer may handle returns while an administrator handles entity filings; assign responsibility for the handoff so neither assumes the other completed it.

For a business buyer, investigate the seller’s taxes, recorded liens, assessment history and transaction-specific successor exposure before releasing all consideration. Avoid importing another state’s bulk-sale withholding rule into New Hampshire. The correct requirements depend on the tax and transaction. Retain enough time to obtain the actual agency response or legal analysis the buyer’s closing conditions require.

Final Wages: Discharge Is Not the Same as Layoff

RSA 275:44 requires wages in full within seventy-two hours when an employer discharges an employee. A resignation generally requires payment by the next regular payday, but at least one pay period’s advance notice of quitting triggers the seventy-two-hour rule. For a layoff or suspension due to a labor dispute, the statute uses the next regular payday. Classify the actual separation carefully rather than attaching the most convenient label.

The payroll plan should identify the last work date, employment action, amount due, benefits-related obligations and payment channel for each worker. A company-wide shutdown can involve different facts for different employees: someone may resign, someone may be discharged, and another person may remain for records or collections. Ask employment counsel to resolve classification and policy questions before funds are committed elsewhere.

The statute also addresses additional damages for willful failure without good cause, using ten percent of unpaid wages per counted day subject to its cap and exclusions, and includes a separate provision for specified fund contributions. Do not assume that shutting the bank account or handing assets to a fiduciary postpones payroll. Fund wages and related administration in the initial cash model, including the people needed after the customer-facing business closes.

State WARN: Check the Actual Workforce and Event

RSA 275-F:2 generally covers a business enterprise employing in New Hampshire at least 100 employees excluding part-time employees, or at least 100 employees collectively working 3,000 hours weekly excluding overtime. A mass layoff can include at least 250 employees, or at least twenty-five who constitute thirty-three percent of the full-time workforce under the section’s definitions. The plant-closing definition uses a fifty-employee employment-loss threshold at a single site. Part-time, seasonal, duration and transfer rules require careful treatment.

These are not interchangeable headcounts. Build a roster with hours, tenure, location, separation date and expected duration. Analyze the employing enterprise and the statute’s direct-or-indirect ownership language. A payroll list that combines unrelated locations without explanation, or omits employees based only on a casual “seasonal” label, can obscure the actual coverage question.

The state’s ordinary notice period is sixty days. Required recipients include affected employees and representatives, the labor commissioner, the Attorney General and the chief elected official of each affected municipality. The sale provision allocates notice responsibility between seller and purchaser around the effective sale date and treats qualifying full-time seller employees as purchaser employees immediately afterward. Do not assume an asset sale automatically resets employment continuity.

See RSA 275-F:3. Smaller groups of losses within ninety days can aggregate under 275-F:6. Exceptions in 275-F:4 are fact-dependent and still require as much notice as practicable and a complete statement explaining the reduced period.

The liability provision includes back pay, benefits, limits, offsets and mechanisms for state liens. Preserve the evidence supporting any exception when decisions are made: financing discussions, customer events, forecasts and the point at which a longer layoff became foreseeable. A later statement that the company was in distress is not a substitute for the statutory analysis. Review federal WARN separately; state compliance should not be assumed to resolve every federal question.

The current RSA 275-F:8 also connects state enforcement to the new voidable-transactions framework. Worker obligations therefore belong in the asset-transfer review as well as the employment file.

Cash Forecasts, Negotiated Workouts and Operating Decisions

A Forecast Needs Dates and Legal Availability

A short-term cash forecast should show receipts and payments by week, with a daily view around payroll, foreclosure, lease and sale deadlines. Begin with reconciled bank cash and distinguish unrestricted funds from restricted balances, deposits belonging to others and collections subject to a lender’s rights. An accounting cash balance can overstate the money management is legally entitled to spend.

For a New Hampshire business, add the timing of resident-assignee engagement and recording, court relief, final pay and DRA certification to the operating calendar. The forecast should show how the company will pay the people who prepare returns and preserve records after trading stops. A sixty-day administrative review period can overlap with several payrolls and insurance renewals even if the company no longer generates new revenue.

Use separate columns for expected receipts, confidence level and the condition required for collection. A customer invoice may be valid but disputed, subject to acceptance testing or exposed to setoff. A buyer’s deposit may be refundable. A lender may refuse to advance against concentrated or aged receivables. Put those limits into the forecast rather than treating every balance-sheet asset as immediate liquidity.

Base Case and Delayed-Collection Case

The hypothetical forecast used in this guide begins with $245,000, expects $910,000 of receipts and assumes $685,000 of operating payments plus $290,000 of transition and closure payments. Ending cash is $180,000. With a $125,000 minimum reserve, apparent headroom is $55,000. If $190,000 of receipts slip beyond the forecast, ending cash becomes negative $10,000 and the gap against the minimum reserve becomes $135,000.

Neither ending balance establishes that every week is funded. A large receipt in the final week can hide a payroll shortfall in week three. Plot the cumulative balance and the minimum reserve together. Show collection delays and sale delays independently because the same customer or buyer may drive both. Do not assume the lender will permit all receipts to fund the transition; obtain written cash-use terms.

The management response should identify a decision date, not just a revised spreadsheet. If the business needs a forbearance before the next payment default, name who will request it and when. If a buyer must provide financing evidence to preserve the sale timetable, state the evidence required. If an alternative process needs a retainer or operating reserve, protect that amount while it remains available.

What a Credible Workout Proposal Includes

A workout request should explain the source of distress, proposed concessions, immediate cash contribution if any, operating changes and the creditor’s expected treatment relative to alternatives. Include both a realistic continuation case and a downside liquidation analysis. Lenders and major suppliers need enough information to evaluate whether delay preserves value or merely increases their eventual loss.

Separate payment relief from covenant relief. Extending principal payments may leave a financial covenant, reporting default, cross-default or borrowing-base deficiency unresolved. A short standstill should identify the covered defaults, enforcement rights being restrained, reporting obligations, milestone dates and termination events. Oral encouragement is not a substitute for signed terms when payroll or a sale depends on continued access to collateral.

Avoid promising equal concessions from creditors who have different rights. A landlord, secured lender, taxing authority, customer and trade supplier may each control something indispensable. The negotiation should identify what each party is giving and receiving without misrepresenting legal priorities. Keep accurate records of offers and acceptances; an internal forecast that assumes a settlement is not evidence that the creditor agreed.

Guarantees deserve a separate negotiation track. A company’s repayment arrangement may leave the lender’s rights against the guarantor intact. Ask whether the proposed document releases, limits or merely postpones those rights. If a workout succeeds only by shifting company value to an insider or prejudicing other creditors, review the transfer and governance risks before implementation.

Costs, Sale Proceeds and the New Hampshire Closing Calendar

Price the Complete Administration

The cost comparison should include preservation, professional work, sale execution, tax compliance, claims administration and final records. An assignment may avoid some federal court procedures but still require substantial work on title, recordings, consents and creditor disputes. A receiver’s fee is only part of the cost of court-supervised control. A company-led wind-down may appear inexpensive until the remaining accounting and claims work is honestly budgeted.

Ask for a phased estimate: immediate stabilization, diligence and documentation, operation or sale, claims and tax work, and final closure. Distinguish a fixed quote from a retainer, hourly estimate or contingency. Identify who funds overruns and what happens if collateral proceeds are insufficient. The company should not assume that a lender’s consent to a sale means consent to every administrative expense.

Include practical carrying costs. Leases, security, utilities, insurance, data storage, environmental controls and equipment maintenance can continue after revenue stops. A New Hampshire winter can affect access and preservation at a vacant facility, but the budget should use the specific property’s needs rather than generic seasonal assumptions. Obtain actual quotes for storage, removal and service continuity where those costs could determine the net recovery.

Turn the Gross Offer Into a Supported Net Estimate

The sale model below assumes a $1.8 million cash price, an $860,000 secured payoff, $195,000 of preservation and transition costs, $145,000 of administration and $390,000 of tax, employee and claim reserves. The preliminary remainder is $210,000. It is not a representation of the legal distribution order and is not automatically available to unsecured creditors or owners.

A ten-percent price reduction removes $180,000. Another $85,000 of carrying costs turns the estimate into a $55,000 shortfall. This is why management should evaluate the cost of delay before insisting that a higher headline offer is better. A conditional bid with unresolved financing, consents or removal obligations may produce less usable cash than a lower executable offer.

For each bid, compare cash at closing, assumed obligations, escrow, holdbacks, financing conditions, title requirements, deposit risk, closing deadline and post-closing services. Verify who pays removal and restoration. Separate the value of liability assumptions from cash available to pay creditors; they do not necessarily have the same distribution consequences. Record the reasons for choosing the offer and preserve the marketing evidence.

Use a Trigger-Based Calendar

This table is a research calendar, not a calculation of anyone’s actual deadline. Court orders, service details, holidays, agreements and procedural rules may affect the final diary. Have one person maintain the controlling calendar and require another to check critical dates. Attach the source document and calculation to each entry so a replacement administrator can understand it.

The project’s critical path may run through a nonlegal task: a customer must test a product, a buyer must obtain financing, an accountant must reconstruct records or a landlord must grant removal access. Put those dependencies beside the statutory dates. Legal and commercial workstreams should meet in a single funded plan rather than advancing independently toward incompatible closing assumptions.

Four Worked Scenarios and Two Documented Court Decisions

Scenario 1: A Cross-Border Manufacturer Proposes an ABC

A hypothetical Delaware LLC operates a precision-parts business in southern New Hampshire. Its equipment is located in two New Hampshire municipalities, it owns no land, and its proposed assignee is an out-of-state professional entity. A buyer offers $1.8 million and asks for possession as soon as the assignment agreement is signed. Management assumes the company’s Delaware formation makes a Delaware assignment sufficient.

The first issue is the transfer, not the price. Counsel must analyze RSA 569:1, the proposed fiduciary’s residency, the assignor’s residence for the statute and the required town recordings. The team should not promise that a signature alone transfers effective title to every New Hampshire asset. The record should identify the relevant offices, accepted instrument and evidence of recording before the buyer relies on the assignee’s ownership.

The financial illustration produces a $210,000 preliminary remainder after the assumptions shown in the proceeds figure. Delayed financing and added carrying costs can remove that remainder. The decision file should therefore connect legal completion to cash: who pays for custody while recording or lender releases are resolved, how long the buyer’s offer remains available, and what funded alternative remains if the transfer cannot close as proposed.

Scenario 2: A Nashua Business Has Orders but Insufficient Available Cash

A hypothetical contract-services company expects a major customer to pay during the next quarter. The base forecast ends with $180,000, which seems adequate against its $125,000 minimum reserve. But $190,000 of customer receipts depend on acceptance milestones that have not been completed. The delayed case ends with negative $10,000, before considering whether the lender restricts use of collections.

The practical response is to separate the customer issue from the lender issue. The company needs a documented acceptance and collection plan, a borrowing-availability calculation and any required cash-use or forbearance agreement. Cutting discretionary spending helps only if it happens before the low-cash week. A general promise that the customer is reliable does not fund the interim payroll.

The workout proposal should specify the requested time, concessions, reporting and fallback. If the creditor group will not cooperate or a key contract cannot be preserved, compare Chapter 11 while the company still has funds to evaluate it. The lesson is not that this hypothetical company must file bankruptcy; it is that the delayed case determines the decision timetable more honestly than a single optimistic ending balance.

Scenario 3: A Concord LLC Wants to Distribute the Sale Balance

A hypothetical LLC completes asset sales and collections totaling $920,000. It expects $345,000 of secured payments, $125,000 of wages and taxes, $80,000 of administration and a $265,000 reserve for remaining obligations. The preliminary surplus is $105,000. The members want that amount immediately, describing it as reimbursement of earlier advances.

The administrator must first identify whether the proposed payments are debt repayments, liquidation distributions or something else, and apply the relevant creditor, tax-certificate and distribution rules. A payment’s label does not settle its legality. If the reserve needs to rise to $405,000 after a disputed customer claim is analyzed, the model becomes a $35,000 shortfall. The initial surplus was a sensitivity result, not a distribution authorization.

The claim calendar is equally important. Known-claim notices were dated within the sixty-day window, but a claim arrived and sat unopened for several weeks. The thirty-day rejection condition now needs immediate review. A newspaper notice was published later than dissolution, so the team also tracks both dates described in RSA 304-C:144. An asset-sale closing did not complete this LLC’s wind-up work.

Scenario 4: A Portsmouth Corporation Faces a Shareholder-Control Dispute

A hypothetical closely held corporation has valuable customer relationships but cannot approve a transition because shareholders dispute management and asset use. A shareholder seeks judicial dissolution and asks for a liquidating receiver. Another shareholder proposes purchasing the petitioner’s shares and continuing the business. The company has enough cash for only a limited period of professional and operating expense.

The legal team must examine the particular dissolution ground, notice obligations and election-to-purchase procedure under RSA 293-A:14.34. The receiver provision expressly addresses an election to purchase. A custodian or temporary preservation order may present different questions from immediate liquidation. The company should not assume that the shareholder filing necessarily produces the originally requested receiver and sale.

If a liquidation later creates the hypothetical $360,000 equal-ranking creditor pool used above, the $450,000 disputed claims require an explicit reserve assumption. At the illustrated twenty-percent rate, $90,000 stays reserved and $270,000 is available for undisputed claims under the example’s assumptions. This connects the governance dispute to creditor outcomes without treating the shareholder buyout or the proposed receiver as a source of unlimited cash.

Documented Decision: McDonough V. McDonough

McDonough v. McDonough, No. 2015-0694 (December 23, 2016), reported at 169 N.H. 537, involved TASC Technical Services, LLC and a dispute over whether the company had to dissolve at the end of a stated twenty-year term. The New Hampshire Supreme Court affirmed summary judgment permitting continuation under the operating agreement and the LLC Act.

The opinion read the agreement as a whole, including language allowing continuation and incorporating statutory powers. It addressed majority voting and revocation under RSA 304-C:130, rather than treating the duration stated in the certificate of formation as dispositive. It also distinguished the certificate’s public-notice function from the agreement’s role in governing internal affairs.

The decision is useful when an owner assumes that an old formation document or a calendar date mechanically ends the company. It is not a holding that every LLC may ignore its agreement or that revocation cures every creditor problem. The court declined to reach the merits of the appellant’s particular withdrawal-compensation argument because it was not preserved. A guide should not turn that procedural disposition into a substantive promise of a buyout.

Compare the opinion with the current RSA 304-C:130 and the actual operating agreement. This was a governance dispute, not a documented insolvency recovery or a successful debt settlement.

Documented Decision: Beane V. Beane

In Beane v. Beane, 2011 DNH 012 (January 24, 2011), the federal district court examined competing claims involving Mii Technologies, LLC, a loan foreclosure and litigation rights. It rejected a proposed substitution based on the failure to establish a security interest in the relevant claims, including inadequate description of commercial tort claims.

The court also emphasized that membership and creditor status do not themselves confer ownership of LLC assets. Taking possession did not automatically transfer the company’s causes of action to the member. The opinion discussed the then-current LLC tax-certificate and distribution provisions, which have since been reorganized in the revised Act. This guide links the current provisions separately instead of reproducing obsolete section numbers as present law.

For a distressed business, the useful lesson is to inventory litigation rights and read the actual collateral description before promising them to a buyer or lender. A broad reference to business assets does not answer every commercial-tort-claim question. The case does not establish that all company claims are unencumbered, or that every foreclosure fails; its reasoning depends on the security documents and claims presented.

Current research points include RSA 382-A:9-108, 9-204, 304-C:26 and 304-C:141. No recovery percentage or turnaround outcome is inferred from this procedural opinion.

For a separate illustration of how a technology-business assignment can be organized, see the technology composite. That composite is not a New Hampshire engagement or one of the documented decisions above.

Preparation, Transfer Review and Frequently Asked Questions

Preserve the Decision Record

A useful preparation file makes the decision understandable to someone who was not in the room. Include the problem being addressed, the alternatives considered, expected costs, valuation evidence, creditor treatment and reasons for the selected path. Preserve the forecasts used at the time, including unsuccessful cases. Updating the plan is sensible; deleting the earlier assumptions makes later review harder.

Record conflicts and insider interests explicitly. A manager may also be a lender, landlord, buyer or guarantor. Those roles can create incentives that differ from the company’s interests. Independent valuation, separate advice and a documented approval process may be important, depending on the facts and governing duties. Avoid describing an insider transaction as ordinary simply because the parties know the business well.

The records should also explain ownership and authority for each asset transferred. Intellectual property, customer data and litigation claims can be more valuable than machinery, but less visible on an inventory. Document consent restrictions, privacy obligations and licenses. Ask who owns software developed by contractors, whether customer property is on site and whether the proposed sale includes assets belonging to another entity.

Apply the Correct Transfer-Law Version

Under current RSA 545-B:4, transfers can be challenged on actual-intent grounds or specified inadequate-value and financial-condition grounds. 545-B:5 addresses additional present-creditor theories, including certain insider payments on antecedent debt. 545-B:7 and 545-B:8 address remedies, defenses and transferee protections. A distress sale is not automatically improper, but a valid business purpose does not replace the elements of the applicable legal analysis.

Preserve appraisals, marketing history, buyer contacts, offers, negotiations and the allocation of consideration. If an insider is the only bidder, explain the market exposure and constraints. If the company paid a member before other creditors, identify the debt, timing, financial condition and reasons. These records support a fact-based review; a conclusory statement that the price was fair is much less useful.

Do not assume that the new Act governs every transaction discussed in an October 2026 consultation. The session law preserves the former framework for earlier transfers and obligations and separately addresses accrued claims. A transaction chronology should include when a security interest arose, when money or property moved and when an obligation was incurred. Those events can differ from the contract-signing or discovery date.

RSA 545-B:9 uses different extinguishment periods, including four-year rules, an actual-intent discovery qualification and a one-year period for the specified insider claim. These are not a universal four-year safe harbor. Read the transition in 2026 Chapter 215 and the appropriate current or former law before calculating any actual deadline.

Questions New Hampshire Business Owners Commonly Ask

Federal Bankruptcy, Guarantees and Contract Limits

When the State-Law Process Needs a Federal Comparison

A federal comparison is appropriate when the company needs a collective process that a private agreement or state appointment cannot reliably provide. Relevant issues include competing enforcement, contract treatment, disputed asset rights, avoidance claims, a going-concern sale or a plan intended to bind creditors under statutory conditions. The comparison should identify the specific federal power needed rather than assume that bankruptcy is either always necessary or always avoidable.

Business Chapter 7 places liquidation in a trustee’s hands. Chapter 11 can support reorganization or a sale, usually with the debtor operating under federal duties and court oversight. Subchapter V is a Chapter 11 option with its own eligibility and procedural requirements. Eligibility thresholds and the business’s debt composition should be checked when advice is given, rather than copied from an old article into a current filing decision.

11 U.S.C. § 362 addresses the automatic stay and its exceptions. § 727(a)(1) excludes nonindividual entities from Chapter 7 discharge. A corporation or LLC’s liquidation is therefore not the same as an individual discharge, and the company’s case does not automatically settle a guarantor’s separate obligation.

Cash Collateral, Sales and Executory Contracts

11 U.S.C. § 363 governs federal cash-collateral and sale issues, including conditions for particular free-and-clear relief. § 365 addresses executory contracts and leases, with rules and exceptions for assumption, rejection and assignment. These powers require analysis, notice, approvals and funding; they should not be promised merely because a bankruptcy petition is possible.

For a buyer, compare the required transaction outcome in each route. If a customer contract, software license or lease is essential, determine whether it can be transferred consensually, through a court process or under the applicable federal provisions. Regulatory licenses and specialized contracts can present independent restrictions. A broad bill of sale does not necessarily solve those problems.

Keep a separate list of contracts the company wants to retain, transfer, terminate or leave behind. Identify cure amounts, assignment provisions, deposits, guarantees and continuing service duties. A contract that appears burdensome to the seller may be indispensable to the buyer. Conversely, a buyer’s interest in selected assets does not mean it will assume all legacy obligations.

A Later Bankruptcy Can Change the Assignment or Receiver Plan

11 U.S.C. § 543 governs a qualifying custodian’s preservation, turnover and accounting duties when a bankruptcy case intervenes, with statutory possibilities for excusal. An assignee or receiver should have a handoff protocol: identify the property, preserve records, stop unauthorized activity and seek appropriate direction. Do not assume that an advanced state process automatically continues unchanged after a petition.

The possibility of a later case affects documentation before any filing occurs. Maintain accurate inventories, bank reconciliations, sale records, notices and expense support. Keep related-party transfers visible. Those records allow the next fiduciary and the court to understand what happened and can reduce the cost of reconstructing the administration. They also help the company evaluate whether the chosen state process is still delivering its intended result.

Separate Entity Protection From Independent Personal Liability

RSA 304-C:23 generally separates LLC obligations from member or manager liability based solely on that status, while recognizing agreed liability and statutory exceptions. That protection should not be rewritten as a guarantee that an owner can never be liable. Signed guarantees, a person’s own conduct, distribution-recipient exposure and particular tax or employment rules require their own analysis.

Prepare a guarantee register that names the creditor, guarantor, covered debt, cap if any, collateral, demand status and release conditions. Match it to the proposed company settlement. A creditor may agree to receive less from the company while preserving all rights against another obligor. Review the release language rather than assuming that a discounted payment resolves every related claim.

The right research output is a list of unresolved legal questions and the documents needed to answer them. A website questionnaire can help organize the conversation, but cannot determine a particular company’s eligibility, personal exposure or correct proceeding without factual review. Use the tools to improve the evidence available to advisers and preserve time for decisions that require professional judgment.

New Hampshire Courts, Source Notes and Next Steps

Match the Question to the Correct Institution

State judicial dissolution, equitable relief and LLC liquidating-trustee questions generally require analysis of the superior court’s authority and the applicable venue and procedure. Federal bankruptcy is a separate proceeding in the United States Bankruptcy Court. DRA handles tax certification; the Secretary of State handles entity records; municipal clerks and county registries have distinct roles in assignment recordings. Sending a document to one office does not complete the others’ requirements.

Use the official court website to confirm current filing procedures, local rules, required forms and hearing practices. A statutory power to seek relief does not establish that a particular application is complete or that a hearing will occur by the company’s preferred deadline. If an enforcement event is imminent, give counsel the actual notice, order, docket and date, not just a summary of a phone conversation.

What the Sources Establish—And What They Do Not

This guide uses the General Court’s published statutory text, the enacted 2026 transfer-law transition, current administrative rules, agency guidance and the two linked court opinions. Local law-firm materials are attributed as practitioner commentary. Their inclusion does not mean the lawyers wrote, reviewed or endorsed this guide. The reported Red Rock trial dispute is identified as a firm’s account because the underlying order was not independently reviewed.

The October 17, 2026 revision focuses on substantive New Hampshire distinctions: assignment residency and local recording, the limited Chapter 568 route, corporate receivers and custodians, LLC liquidating trustees, creditor-notice clocks, tax certification, payroll and worker notice, and the new voidable-transfer law. Later legislation, decisions, administrative changes or the facts of a specific matter can change the analysis.

The financial models deliberately use invented inputs. They demonstrate how collection delays, carrying costs and claim reserves can alter a decision; they do not measure average New Hampshire fees, case duration or recovery rates. The documented opinions likewise are not evidence that a particular percentage recovery or turnaround can be repeated. Keep those distinctions when presenting the guide to a board, lender or business adviser.

Prepare a Focused Specialist Conversation

Begin with the decision and deadline: whether to continue trading, sign an assignment, seek control of property, accept a buyer’s offer or finish an LLC wind-up. Then provide the entity structure, cash position, creditor priorities, workforce obligations and missing consents. A focused question supported by records allows a specialist to identify the legal route and the information still needed.

Use the creditor worksheet to organize obligations, the cash tool to identify the earliest shortfall and the wind-down budget to estimate what must remain available after operations stop. Attach the applicable New Hampshire notice and recording calendar. Before acting, have the proposed process, documents and assumptions reviewed against the actual facts and current law.