reglab/housing_qa huggingface dataset:
NH Rev Stat § 293-A:13.23 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:13.23 - Perfection of Rights; Right to Withdraw.

    293-A:13.23 Perfection of Rights;  Right to Withdraw. –||(a) A shareholder who receives notice pursuant to RSA 293-A:13.22 and who wishes to exercise appraisal rights must sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to RSA 293-A:13.22(b)(2)(ii). In addition, if applicable, the shareholder must certify on the form whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to RSA 293-A:13.22(b)(1). If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under RSA 293-A:13.25. Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to RSA 293-A:13.23(b).||(b) A shareholder who has complied with RSA 293-A:13.23(a) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to RSA 293-A:13.22(b)(2)(v). A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.||(c) A shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in RSA 293-A:13. 22(b), shall not be entitled to payment under this subdivision.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:13.24 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:13.24 - Payment.

    293-A:13.24 Payment. –||(a) Except as provided in RSA 293-A:13.25, within 30 days after the form required by RSA 293-A:13.22(b)(2)(ii) is due, the corporation shall pay in cash to those shareholders who complied with RSA 293-A:13.23(a) the amount the corporation estimates to be the fair value of their shares, plus interest.||(b) The payment to each shareholder pursuant to RSA 293-A:13.24(a) must be accompanied by:||(1)(i) the annual financial statements specified in RSA 293-A:16.20(a) of the corporation that issued the shares to be appraised, which shall be of a date ending not more than 16 months before the date of payment and shall comply with RSA 293-A:16.20(b); provided that, if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information, and (ii) the latest available quarterly financial statements of such corporation, if any;||(2) a statement of the corporation's estimate of the fair value of the shares, which estimate must equal or exceed the corporation's estimate given pursuant to RSA 293-A:13.22(b)(2)(iii);||(3) a statement that shareholders described in RSA 293-A:13.24(a) have the right to demand further payment under RSA 293-A:13.26 and that if any such shareholder does not do so within the time period specified therein, such shareholder shall be deemed to have accepted such payment in full satisfaction of the corporation's obligations under this subdivision.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:13.25 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:13.25 - After-Acquired Shares.

    293-A:13.25 After-Acquired Shares. –||(a) A corporation may elect to withhold payment required by RSA 293-A:13.24 from any shareholder who was required to, but did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to RSA 293-A:13.22(b)(1).||(b) If the corporation elected to withhold payment under RSA 293-A:13.25(a), it must, within 30 days after the form required by RSA 293-A:13.22(b)(2)(ii) is due, notify all shareholders who are described in RSA 293-A:13.25(a):||(1) of the information required by RSA 293-A:13.24(b)(1);||(2) of the corporation's estimate of fair value pursuant to RSA 293-A:13.24(b)(2);||(3) that they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under RSA 293-A:13.26;||(4) that those shareholders who wish to accept such offer must so notify the corporation of their acceptance of the corporation's offer within 30 days after receiving the offer; and||(5) that those shareholders who do not satisfy the requirements for demanding appraisal under RSA 293-A:13.26 shall be deemed to have accepted the corporation's offer.||(c) Within 10 days after receiving the shareholder's acceptance pursuant to RSA 293-A:13.25(b), the corporation must pay in cash the amount it offered under RSA 293-A:13.25(b)(2) to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.||(d) Within 40 days after sending the notice described in RSA 293-A:13.25(b), the corporation must pay in cash the amount it offered to pay under RSA 293-A:13.25(b)(2) to each shareholder described in RSA 293-A:13.25(b)(5).|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:13.26 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:13.26 - Procedure if Shareholder Dissatisfied With Payment or Offer.

    293-A:13.26 Procedure if Shareholder Dissatisfied With Payment or Offer. –||(a) A shareholder paid pursuant to RSA 293-A:13.24 who is dissatisfied with the amount of the payment must notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest (less any payment under RSA 293-A:13.24). A shareholder offered payment under RSA 293-A:13.25 who is dissatisfied with that offer must reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest.||(b) A shareholder who fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under RSA 293-A:13.26(a) within 30 days after receiving the corporation's payment or offer of payment under RSA 293-A:13.24 or RSA 293-A:13.25, respectively, waives the right to demand payment under this section and shall be entitled only to the payment made or offered pursuant to those respective sections.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:13.30 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:13.30 - Court Action.

    293-A:13.30 Court Action. –||(a) If a shareholder makes demand for payment under RSA 293-A:13.26 which remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to RSA 293-A:13.26 plus interest.||(b) The corporation shall commence the proceeding in the appropriate court of the county where the corporation's principal office (or, if none, its registered office) in this state is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in this state where the principal office or registered office of the domestic corporation merged with the foreign corporation was located at the time of the transaction.||(c) The corporation shall make all shareholders (whether or not residents of this state) whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.||(d) The jurisdiction of the court in which the proceeding is commenced under RSA 293-A:13.30(b) is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.||(e) Each shareholder made a party to the proceeding is entitled to judgment (i) for the amount, if any, by which the court finds the fair value of the shareholder's shares, plus interest, exceeds the amount paid by the corporation to the shareholder for such shares or (ii) for the fair value, plus interest, of the shareholder's shares for which the corporation elected to withhold payment under RSA 293-A:13.25.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:13.31 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:13.31 - Court Costs and Expenses.

    293-A:13.31 Court Costs and Expenses. –||(a) The court in an appraisal proceeding commenced under RSA 293-A:13.30 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts which the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this subdivision.||(b) The court in an appraisal proceeding may also assess the expenses of the respective parties in amounts the court finds equitable:||(1) against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of RSA 293-A:13.20, RSA 293-A:13.22, RSA 293-A:13.24, or RSA 293-A:13.25; or||(2) against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds the party against whom expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this subdivision.||(c) If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated and that such expenses should not be assessed against the corporation, the court may direct that such expenses be paid out of the amounts awarded the shareholders who were benefited.||(d) To the extent the corporation fails to make a required payment pursuant to RSA 293-A:13.24, RSA 293-A:13.25, or RSA 293-A:13.26, the shareholder may sue directly for the amount owed, and to the extent successful, shall be entitled to recover from the corporation all expenses of the suit.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:13.40 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:13.40 - Other Remedies Limited.

    293-A:13.40 Other Remedies Limited. –||(a) The legality of a proposed or completed corporate action described in RSA 293-A:13.02(a) may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.||(b) RSA 293-A:13.40(a) does not apply to a corporate action that:||(1) was not authorized and approved in accordance with the applicable provisions of:||(i) subdivisions 9, 10, 11, or 12 of RSA 293-A,||(ii) the articles of incorporation or bylaws, or||(iii) the resolution of the board of directors authorizing the corporate action;||(2) was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;||(3) is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in RSA 293-A:8.62 and has been approved by the shareholders in the same manner as is provided in RSA 293-A:8.63 as if the interested transaction were a director's conflicting interest transaction; or||(4) is approved by less than unanimous consent of the voting shareholders pursuant to RSA 293-A:7.04 if:||(i) the challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected; and||(ii) the proceeding challenging the corporate action is commenced within 10 days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:14.01 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:14.01 - Dissolution by Incorporators or Initial Directors.

    293-A:14.01 Dissolution by Incorporators or Initial Directors. –||(a) A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth:||(1) the name of the corporation;||(2) the date of its incorporation;||(3) either (i) that none of the corporation's shares has been issued or (ii) that the corporation has not commenced business;||(4) that no debt of the corporation remains unpaid;||(5) that the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and||(6) that a majority of the incorporators or initial directors authorized the dissolution.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:14.02 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:14.02 - Dissolution by Board of Directors and Shareholders.

    293-A:14.02 Dissolution by Board of Directors and Shareholders. –||(a) A corporation's board of directors may propose dissolution for submission to the shareholders.||(b) For a proposal to dissolve to be adopted:||(1) The board of directors must recommend dissolution to the shareholders unless (i) the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation or (ii) RSA 293-A:8.26 applies. If (i) or (ii) applies, it must communicate to the shareholders the basis for so proceeding; and||(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in RSA 293-A:14.02(b)(5).||(3) The board of directors may condition its submission of the proposal for dissolution on any basis.||(4) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.||(5) Unless the articles of incorporation or the board of directors acting pursuant to RSA 293-A:14.02(b)(3) require a greater vote, a greater number of shares to be present, or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast exists.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:14.03 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:14.03 - Articles of Dissolution.

    293-A:14.03 Articles of Dissolution. –||(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth:||(1) the name of the corporation;||(2) the date dissolution was authorized;||(3) if dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation; and||(4) a certificate of mailing of a copy of the articles of dissolution to the department of revenue.||(b) A corporation is dissolved upon the effective date of its articles of dissolution, as specified therein.||(c) For purposes of this subdivision, "dissolved corporation" means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:14.04 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:14.04 - Revocation of Dissolution.

    293-A:14.04 Revocation of Dissolution. –||(a) A corporation may revoke its dissolution within 120 days of its effective date.||(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.||(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:||(1) the name of the corporation;||(2) the effective date of the dissolution that was revoked;||(3) the date that the revocation of dissolution was authorized;||(4) if the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;||(5) if the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and||(6) if shareholder action was required to revoke the dissolution, the information required by RSA 293-A:14.03(a)(3).||(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.||(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:14.05 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:14.05 - Effect of Dissolution.

    293-A:14.05 Effect of Dissolution. –||(a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:||(1) collecting its assets;||(2) disposing of its properties that will not be distributed in kind to its shareholders;||(3) discharging or making provision for discharging its liabilities;||(4) distributing its remaining property among its shareholders according to their interests; and||(5) doing every other act necessary to wind up and liquidate its business and affairs.||(b) Prior to making any distributions of its remaining property among its shareholders according to their interests, the corporation shall first obtain a certificate of dissolution from the department of revenue administration in accordance with RSA 77-A:18 and RSA 77-E:12.||(c) Dissolution of a corporation does not:||(1) transfer title to the corporation's property;||(2) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;||(3) subject its directors or officers to standards of conduct different from those prescribed in RSA 293-A:8.01 through RSA 293-A:8.70;||(4) change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;||(5) prevent commencement of a proceeding by or against the corporation in its corporate name;||(6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or||(7) terminate the authority of the registered agent of the corporation.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:14.06 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:14.06 - Known Claims Against Dissolved Corporation.

    293-A:14.06 Known Claims Against Dissolved Corporation. –||(a) A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date.||(b) The written notice must:||(1) describe information that must be included in a claim;||(2) provide a mailing address where a claim may be sent;||(3) state the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and||(4) state that the claim will be barred if not received by the deadline.||(c) A claim against the dissolved corporation is barred:||(1) if a claimant who was given written notice under RSA 293-A:14.06(b) does not deliver the claim to the dissolved corporation by the deadline; or||(2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.||(d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|