reglab/housing_qa huggingface dataset:
NH Rev Stat § 293-A:14.07 (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:14.07 - Other Claims Against Dissolved Corporation.

    293-A:14.07 Other Claims Against Dissolved Corporation. –||(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.||(b) The notice must:||(1) be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this state, its registered office) is or was last located;||(2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and||(3) state that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within 3 years after the publication of the notice.||(c) If the dissolved corporation publishes a newspaper notice in accordance with RSA 293-A:14.07(b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within 3 years after the publication date of the newspaper notice:||(1) a claimant who was not given written notice under RSA 293-A:14.06;||(2) a claimant whose claim was timely sent to the dissolved corporation but not acted on;||(3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.||(d) A claim that is not barred by RSA 293-A:14.06(b) or RSA 293-A:14.07(c) may be enforced:||(1) against the dissolved corporation, to the extent of its undistributed assets; or||(2) except as provided in RSA 293-A:14.08(d), if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:14.08 (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:14.08 - Court Proceedings.

    293-A:14.08 Court Proceedings. –||(a) A dissolved corporation that has published a notice under RSA 293-A:14.07 may file an application with the superior court of the county where the dissolved corporation's principal office (or, if none in this state, its registered office) is located for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under RSA 293-A:14.07(c).||(b) Within 10 days after the filing of the application, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.||(c) The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.||(d) Provision by the dissolved corporation for security in the amount and the form ordered by the court under RSA 293-A:14.08(a) shall satisfy the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a shareholder who received assets in liquidation.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:14.09 (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:14.09 - Director Duties.

    293-A:14.09 Director Duties. –||(a) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment or provision for claims.||(b) Directors of a dissolved corporation which has disposed of claims under RSA 293-A:14.06, RSA 293-A:14.07, or RSA 293-A:14.08 shall not be liable for breach of RSA 293-A:14.09(a) with respect to claims against the dissolved corporation that are barred or satisfied under RSA 293-A:14.06, RSA 293-A:14.07, or RSA 293-A:14.08.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:14.20 (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:14.20 - Grounds for Administrative Dissolution.

    293-A:14.20 Grounds for Administrative Dissolution. –||(a) The secretary of state may commence a proceeding under RSA 293-A:14.21 to administratively dissolve a corporation if:||(1) the corporation does not pay any annual fees or penalties imposed by this chapter or other law for 12 months after they are due;||(2) the corporation does not deliver its annual report to the secretary of state for 12 months after it is due;||(3) the corporation is without a registered agent or registered office in this state for 60 days or more;||(4) the corporation does not notify the secretary of state within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;||(5) the corporation's period of duration stated in its articles of incorporation expires; or||(6) the corporation or any individual acting on its behalf files any document with the secretary of state that, either alone or in conjunction with any other document, constitutes a knowing violation of applicable statutes.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:14.22 (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:14.22 - Reinstatement Following Administrative Dissolution.

    293-A:14.22 Reinstatement Following Administrative Dissolution. –||(a) A corporation administratively dissolved under RSA 293-A:14.21 may apply to the secretary of state for reinstatement within 3 years after the effective date of dissolution. The application must:||(1) recite the name of the corporation and the effective date of its administrative dissolution;||(2) state that the ground or grounds for dissolution either did not exist or have been eliminated;||(3) state that the corporation's name satisfies the requirements of RSA 293-A:4.01; and||(4) contain a certificate from the department of revenue administration in accordance with RSA 77-A:18, III, and RSA 77-E:12, III, if such application is received by the secretary of state more than 120 days after the notice of administrative dissolution is mailed.||(b) If the secretary of state determines that the application contains the information required by RSA 293-A:14.22(a) and that the information is correct, that the corporation name is available for registration and that it is accompanied by the fee required by RSA 291-A:1.22(a)(7), the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites such determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under RSA 293-A:5.04. If the application for reinstatement included a change of name of the corporation, such certificate of reinstatement shall set forth the change of name of the corporation, and such certificate shall constitute an amendment to the articles of incorporation.||(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:14.23 (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:14.23 - Appeal From Denial of Reinstatement.

    293-A:14.23 Appeal From Denial of Reinstatement. –||(a) If the secretary of state denies a corporation's application for reinstatement following administrative dissolution, the secretary of state shall notify the corporation in writing of such denial. Such notice shall set forth the reason or reasons for denial and shall be mailed to the corporation at its principal address as listed in the records of the secretary of state.||(b) The corporation may appeal the denial of reinstatement to the superior court of the county in which its principal office (or, if none in this state, its registered office) is located within 30 days after notification of denial. The corporation shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the corporation's application for reinstatement, and the secretary of state's notice of denial.||(c) The court may summarily order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate.||(d) The court's final decision may be appealed as in other civil proceedings.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:14.30 (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:14.30 - Grounds for Judicial Dissolution.

    293-A:14.30 Grounds for Judicial Dissolution. –||(a) The superior court for the county in which its principal office (or, if none in this state, its registered office) is located may dissolve a corporation:||(1) in a proceeding by the attorney general if it is established that:||(i) the corporation obtained its articles of incorporation through fraud; or||(ii) the corporation has continued to exceed or abuse the authority conferred upon it by law;||(2) in a proceeding by a shareholder if it is established that:||(i) the directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;||(ii) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal or fraudulent;||(iii) the shareholders are deadlocked in voting power and have failed, for a period that includes at least 2 consecutive annual meeting dates, to elect successors to directors whose terms have expired;||(iv) the corporate assets are being misapplied or wasted; or||(v) an agreement under the provisions of RSA 293-A:7.32(a)(7) binding on all of the shareholders so provides.||(3) in a proceeding by a creditor if it is established that:||(i) the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or||(ii) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or||(4) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.||(5) in a proceeding by a shareholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.||(b) RSA 293-A:14.30(a)(2) shall not apply in the case of a corporation that, on the date of the filing of the proceeding, has shares which are:||(1) listed on the New York Stock Exchange, the American Stock Exchange, or on any exchange owned or operated by the NASDAQ Stock Market LLC, or listed or quoted on a system owned or operated by the National Association of Securities Dealers, Inc.; or||(2) not so listed or quoted, but are held by at least 300 shareholders and the shares outstanding have a market value of at least $20 million (exclusive of the value of such shares held by the corporation's subsidiaries, senior executives, directors and beneficial shareholders owning more than 10 percent of such shares).||(c) In this section, "beneficial shareholder" has the meaning specified in RSA 293-A:13.01(2).|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:14.31 (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:14.31 - Procedure for Judicial Dissolution.

    293-A:14.31 Procedure for Judicial Dissolution. –||(a) Venue for a proceeding by the attorney general to dissolve a corporation lies in Merrimack county. Venue for a proceeding brought by any other party named in RSA 293-A:14.30(a) lies in the county where a corporation's principal office (or, if none in this state, its registered office) is or was last located.||(b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.||(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.||(d) Within 10 days of the commencement of a proceeding to dissolve a corporation under RSA 293-A:14.30(a)(2), the corporation must send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under RSA 293-A:14.34 and accompanied by a copy of RSA 293-A:14.34.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:14.32 (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:14.32 - Receivership or Custodianship.

    293-A:14.32 Receivership or Custodianship. –||(a) Unless an election to purchase has been filed under RSA 293-A:14.34, a court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has jurisdiction over the corporation and all of its property wherever located.||(b) The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.||(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:||(1) the receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (ii) may sue and defend in his or her own name as receiver of the corporation in all courts of this state;||(2) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.||(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.||(e) The court from time to time during the receivership or custodianship may order compensation paid and expenses paid or reimbursed to the receiver or custodian from the assets of the corporation or proceeds from the sale of the assets.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:14.33 (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:14.33 - Decree of Dissolution.

    293-A:14.33 Decree of Dissolution. –||(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in RSA 293-A:14.30 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it and at the same time shall mail notice of such decree to the department of revenue administration.||(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with RSA 293-A:14.05 and the notification of claimants in accordance with RSA 293-A:14.06 and RSA 293-A:14.07.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:15.01 (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:15.01 - Authority to Transact Business Required.

    293-A:15.01 Authority to Transact Business Required. –||(a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.||(b) The following activities, among others, do not constitute transacting business within the meaning of RSA 293-A:15.01(a):||(1) maintaining, defending, or settling any proceeding;||(2) holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;||(3) maintaining bank accounts;||(4) maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities;||(5) selling through independent contractors;||(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;||(7) creating or acquiring indebtedness, mortgages, and security interests in real or personal property;||(8) securing or collecting debts or enforcing mortgages and security interests in property securing the debts;||(9) owning, without more, real or personal property;||(10) conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature; or||(11) transacting business in interstate commerce.||(c) The list of activities in RSA 293-A:15.01(b) is not exhaustive.||(d) Nothing in this section shall be construed so as to preclude a determination that a foreign corporation is carrying on business activity within this state within the meaning of RSA 77-A:1, XII.||(e) Any so-called Massachusetts trust or business trust established by law of any other state, desiring to do business in this state, shall be deemed to be a foreign corporation and shall be required to register under and comply with the provisions of this subdivision.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:15.02 (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:15.02 - Consequences of Transacting Business Without Authority.

    293-A:15.02 Consequences of Transacting Business Without Authority. –||(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.||(b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.||(c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.||(d) A foreign corporation which transacts business in this state without a certificate of authority shall be liable to this state, for the years or parts of any years during which it transacted business in this state without a certificate of authority, in an amount equal to all fees which would have been imposed by this subdivision upon the corporation had it duly applied for and received a certificate of authority to transact business in this state as required by this subdivision and thereafter filed all required reports. The corporation shall also be liable for any penalties imposed by this subdivision for failure to pay such fees. The attorney general shall bring proceedings to recover all amounts due under the provisions of this section.||(e) Notwithstanding RSA 293-A:15.02(a) and (b), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:15.03 (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:15.03 - Application for Certificate of Authority.

    293-A:15.03 Application for Certificate of Authority. –||(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must set forth:||(1) the name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of RSA 293-A:15.06;||(2) the name of the state or country under whose law it is incorporated;||(3) its date of incorporation and period of duration;||(4) the street address of its principal office;||(5) the address of its registered office in this state and the name of its registered agent at that office; and||(6) the names and usual business addresses of its current directors and officers.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|