reglab/statecodes huggingface dataset:
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:16-1602 - Jurisdiction over Foundation Officials and Beneficiaries.

564-F:16-1602 Jurisdiction over Foundation Officials and Beneficiaries. –
(a) By accepting an appointment as a foundation official, a foundation official shall be subject to the personal jurisdiction of the courts of this state regarding any matter involving the foundation.
(b) With respect to the beneficiary's interest, a beneficiary shall be subject to the personal jurisdiction of the courts of this state regarding any matter involving the foundation.
(c) By accepting a distribution from a foundation, the recipient shall be subject to the personal jurisdiction of the courts of this state regarding any matter involving the foundation.
(d) This section does not preclude other methods of obtaining jurisdiction over a foundation official, beneficiary, or other person receiving property from the foundation.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:16-1603 - Subject-Matter Jurisdiction.

564-F:16-1603 Subject-Matter Jurisdiction. –
The probate division of the circuit court shall have exclusive jurisdiction over:
(1) The formation, termination, and management of foundations;
(2) The interpretation, construction, and modification of governing documents; and
(3) The appointment, removal, and surcharge of foundation officials.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:16-1604 - Venue.

564-F:16-1604 Venue. –
Venue for a judicial proceeding involving a foundation is in:
(1) The county of this state in which the foundation's principal office is located; or
(2) If the foundation does not have a principal office in this state, the county of this state in which the foundation's registered office is located.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:16-1605 - Confidential Information.

564-F:16-1605 Confidential Information. –
(a) A communication between an attorney and a client that is a foundation or a foundation official is privileged and is protected from disclosure to the same extent as a communication between an attorney and a client who is an individual acting in his or her personal capacity.
(b) The privilege is not waived by:
(1) A fiduciary relationship between a foundation official and a beneficiary; or
(2) The use of the foundation's property to compensate the attorney for legal services rendered to the foundation or a foundation official.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:16-1606 - Nonjudicial Settlement Agreement.

564-F:16-1606 Nonjudicial Settlement Agreement. –
(a) For purposes of this section, "interested person" means each of the following persons:
(1) A founder;
(2) A foundation official;
(3) A person who, under the governing documents, has the power to enforce the terms of the governing documents;
(4) If the trust is a charitable trust, the director of charitable trusts; and
(5) Any other person whose consent would be required in order to achieve a binding settlement if a court would approve the settlement.
(b) Subject to subsection (c), all of the interested persons may enter into a binding nonjudicial settlement agreement with respect to any matter involving a foundation.
(c) A nonjudicial settlement agreement is valid only to the extent that:
(1) It does not violate any of the foundation's material purpose; and
(2) It includes only terms and conditions that could be properly approved by a court under this chapter or other applicable law.
(d) Matters that may be resolved by a nonjudicial settlement agreement include:
(1) The interpretation or construction of the governing documents;
(2) The modification of the governing documents;
(3) The approval of a director's report or accounting;
(4) A direction to a foundation official to refrain from performing a particular act or the grant to a foundation official of any necessary or desirable power;
(5) A foundation official's appointment or resignation;
(6) The determination of a foundation official's compensation;
(7) A foundation official's liability for an action relating to the foundation; and
(8) The foundation's dissolution.
(e) Any interested person may commence a judicial proceeding requesting that the court:
(1) Approve a nonjudicial settlement agreement;
(2) Determine whether the representation under 564-F:14-1402 was adequate; and
(3) Determine whether the agreement contains terms and conditions the court could have properly approved.
Source.
2017, 257:47, eff. Oct. 1, 2017. 2018, 210:16, eff. June 8, 2018.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:16-1607 - Nonjudicial Dispute Resolution.

564-F:16-1607 Nonjudicial Dispute Resolution. –
(a) For purposes of this section, the following definitions shall apply:
(1) "Interested person" means any person who would be an interested person in a judicial proceeding to resolve a dispute.
(2) "Dispute" means any matter in which a court has subject-matter jurisdiction under 564-F:16-1603, excluding:
(A) The determination of the validity of the foundation's formation;
(B) The determination of the validity of a contribution by a founder to the foundation; and
(C) The determination of any of the foundation's material purposes, including a determination of whether any modification, dissolution, or other action is consistent with the foundation's material purposes.
(b) If the governing documents require the interested persons to resolve a dispute exclusively by reasonable nonjudicial procedures, then those interested persons shall resolve that dispute in accordance with the governing documents.
(c) An interested person may commence a judicial proceeding to determine whether the nonjudicial procedures are reasonable.
(d) To the extent that a provision of the governing documents purport to prohibit an interested person from commencing a judicial proceeding under subsection (c) or penalize an interested person for commencing a judicial proceeding under subsection (c), that provision is void.
(e) Unless the director of charitable trust expressly consents to the nonjudicial procedures, those procedures shall not apply to any matter in which the director of charitable trust would be an interested person.
(f) Unless the department of health and human services expressly consents to the nonjudicial procedures, those procedures shall not apply to any matter in which that department would be an interested person.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:17-1701 - Modification.

564-F:17-1701 Modification. –
(a) A court may modify a foundation's certificate of formation or its bylaws if:
(1) All of the foundation officials consent to the modification;
(2) All of the beneficiaries consent to the modification;
(3) To the extent that the foundation is a charitable trust, the director of charitable trusts consents to the modification; and
(4) The modification does not violate any of the foundation's material purposes.
(b) A court may modify a foundation's certificate of formation or its bylaws if:
(1) Due to circumstances that the founder did not anticipate, modification will further the foundation's purposes;
(2) The modification is consistent with the founder's probable intent; and
(3) The modification does not violate any of the foundation's material purposes.
(c) A court may modify a foundation's certificate of formation or its bylaws if:
(1) The foundation's continuation would be impractical, wasteful, or impair the foundation's administration;
(2) The modification is consistent with the founder's intent; and
(3) The modification does not violate any of the foundation's material purposes.
(d) Any of the following persons may commence a judicial proceeding seeking modification of a foundation's certificate of formation or its bylaws under this section:
(1) A foundation official;
(2) Unless the governing documents provide otherwise, a beneficiary; or
(3) To the extent that the foundation is a charitable trust, the director of charitable trusts.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:17-1702 - Reformation.

564-F:17-1702 Reformation. –
(a) A court may reform a foundation's certificate of formation or its bylaws for purposes of conforming the certificate of formation or the bylaws to the founder's intent if:
(1) Whether in the expression or inducement, the foundation's certificate of formation or its bylaws were affected by a mistake of fact, a mistake of law, or both a mistake of fact and a mistake of law; and
(2) The founder's intent is proven by clear and convincing evidence;
(3) The mistake is proven by clear and convincing evidence; and
(4) The reformation does not violate any of the foundation's material purposes.
(b) A court may reform a foundation's certificate of formation or its bylaws for purposes of achieving the founder's tax objectives if:
(1) The reformation is consistent with the founder's intent; and
(2) The reformation does not violate any of the foundation's material purposes.
(c) A reformation under this section may be retroactive or prospective.
(d) Any of the following persons may commence a judicial proceeding seeking reformation of a foundation's certificate of formation or its bylaws under this section:
(1) A founder;
(2) A foundation official;
(3) Unless the governing documents provide otherwise, a beneficiary; and
(4) To the extent that the foundation is a charitable trust, the director of charitable trusts.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:17-1703 - Cy Pres.

564-F:17-1703 Cy Pres. –
(a) To the extent that a foundation is a charitable trust and one of its charitable purposes becomes impossible, impracticable, illegal, obsolete, ineffective, or prejudicial to the public interest to achieve, a court may apply cy pres for the following purposes:
(1) Modifying the foundation's certificate of formation or its bylaws; or
(2) Directing the foundation to apply or distribute some or all of its property to one or more charitable purposes that:
(A) Are useful to the community;
(B) Fulfills as nearly as possible the founder's charitable intent; and
(C) Do not violate any of the foundation's material purposes; or
(3) Terminating the foundation.
(b) Any of the following persons may commence a judicial proceeding seeking the application of cy pres to a foundation under this section:
(1) A foundation official;
(2) Unless the governing documents provide otherwise, a beneficiary; and
(3) The director of charitable trusts.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:18-1801 - Remedies for Breach of Duty.

564-F:18-1801 Remedies for Breach of Duty. –
(a) For purposes of remedying a breach of duty that has occurred or may occur, the court may:
(1) Compel a foundation official to perform the foundation official's duties;
(2) Enjoin a foundation official from committing a breach of duty;
(3) Compel a foundation official to redress a breach of duty by paying money, restoring property, or other means;
(4) Order a foundation official to account;
(5) Appoint a special director to take possession of the foundation's property and administer the foundation;
(6) Suspend a foundation official;
(7) Remove a director under RSA 564-F:10-1007;
(8) Remove a protector under RSA 564-F:12-1207;
(9) Reduce or deny compensation to a foundation official;
(10) Void a foundation official's act;
(11) Impose a lien or a constructive trust on the foundation's property;
(12) Trace the foundation's property wrongfully disposed of and recover the property or its proceeds; or
(13) Order any other appropriate relief.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:18-1802 - Damages for Breach of Duty.

564-F:18-1802 Damages for Breach of Duty. –
(a) A foundation official who commits a breach of duty is liable to the affected beneficiaries for the greater of:
(1) The amount required to restore the value of the foundation's property and distributions to what they would have been had the breach of duty not occurred; or
(2) the profit that the foundation official made by reason of the breach of duty.
(b) Except as otherwise provided in subsection (c) or (d), a foundation official is entitled to contribution from the other foundation officials to the extent permitted by RSA 507:7-f if more than one foundation official is liable to the beneficiaries for a breach of duty.
(c) A foundation official is not entitled to contribution if:
(1) The foundation official was substantially more at fault than another foundation officials; or
(2) The foundation official committed the breach of duty in bad faith or with reckless indifference to the foundation's purposes or the beneficiaries' interests.
(d) A foundation official who received a benefit from the breach of duty is not entitled to contribution from another foundation official to the extent of the benefit received.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:18-1803 - Damages in Absence of Breach of Duty.

564-F:18-1803 Damages in Absence of Breach of Duty. –
(a) Even absent a breach of duty, a foundation official is accountable to an affected beneficiary for any profit made by the foundation official arising from the foundation's administration.
(b) Absent a breach of duty, a foundation official is not liable to a beneficiary for a loss or depreciation in the value of the foundation property or for not having made a profit.
(c) This section does not preclude the payment of reasonable compensation to a foundation official.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:18-1804 - Attorney's Fees and Costs.

564-F:18-1804 Attorney's Fees and Costs. –
In a judicial proceeding involving a foundation's administration, the court may award costs and expenses as justice and equity may require, including reasonable attorney's fees, to any party, to be paid by another party or from the foundation that is the subject of the controversy.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:18-1805 - Limitation of Action Against a Foundation Official.

564-F:18-1805 Limitation of Action Against a Foundation Official. –
(a) A judicial proceeding against a foundation official for breach of duty may be commenced only within the earliest of:
(1) In the case of a claim by a beneficiary, one year after the beneficiary was sent a report that adequately disclosed the existence of a potential claim for breach of duty;
(2) Except as provided in subsection (a)(3), 3 years after the earliest of:
(A) The foundation official's removal, resignation, or death;
(B) The termination of the beneficiary's interest;
(C) The foundation's dissolution or
(3) If the act or omission was not discovered and could not reasonably have been discovered at the time of the act or omission, one year after the earlier of:
(A) The discovery of the act or omission; or
(B) In the exercise of reasonable diligence, the date on which the act or omission should have been discovered.
(b) A report adequately discloses the existence of a potential claim for breach of duty if it provides sufficient information so that the beneficiary or the beneficiary's representative knows of the potential claim or should have inquired into its existence.
(c) The limitation periods under this section shall not be tolled for any reason, except by a court order or a written agreement between the foundation official and the beneficiary.
Source.
2017, 257:47, eff. Oct. 1, 2017. 2018, 210:17, eff. June 8, 2018.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:18-1806 - Reliance on the Governing Documents.

564-F:18-1806 Reliance on the Governing Documents. –
A foundation official who acts in reasonable reliance on the foundation's governing documents is not liable to any person for a breach of duty to the extent that the breach of duty resulted from that reliance.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:18-1807 - Event Affecting Administration or Distribution.

564-F:18-1807 Event Affecting Administration or Distribution. –
(a) If the happening of an event affects the foundation's administration or a distribution from the foundation, then a foundation official who has exercised reasonable care to ascertain the happening of the event is not liable for a loss resulting from the foundation official's lack of knowledge.
(b) An event to which subsection (a) applies includes:
(1) Marriage;
(2) Divorce;
(3) The performance of educational requirements; or
(4) Death.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:18-1808 - Exculpation of a Foundation Official.

564-F:18-1808 Exculpation of a Foundation Official. –
(a) Subject to subsection (b), a provision of the governing documents relieving a foundation official of liability for breach of duty is enforceable except to the extent that the provision relieves the foundation official of liability for a breach of duty for:
(1) Failing to act in good faith; or
(2) Acting with reckless indifference to the foundation's purposes or the beneficiaries' interests.
(b) A provision of the governing documents relieving a foundation official of liability for breach of duty is unenforceable if the provision was inserted as the result of an abuse by the foundation official of a fiduciary or confidential relationship to the founder.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:18-1809 - Beneficiary's Consent, Release, or Ratification.

564-F:18-1809 Beneficiary's Consent, Release, or Ratification. –
(a) Subject to subsection (b), a foundation official is not liable to a beneficiary for breach of duty if the beneficiary:
(1) Consented to the conduct constituting the breach of duty;
(2) Released the foundation official from liability for the breach of duty; or
(3) Ratified the transaction constituting the breach of duty.
(b) For purposes of subsection (a), a beneficiary's consent, release, or ratification is invalid if:
(1) In making the consent, release, or ratification, the beneficiary was induced by a foundation official's improper conduct; or
(2) At the time of making the consent, release, or ratification, the beneficiary did not know of the beneficiary's rights or the material facts relating to the breach of duty.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:19-1901 - Merger.

564-F:19-1901 Merger. –
(a) Subject to subsections (f) and (g), one or more foundations may merge with one or more foundations by filing with the secretary of state a certificate of merger.
(b) Subject to subsections (f) and (g), one or more foundations and one or more foreign foundations may merge into a foundation that will be formed under this chapter by filing with the secretary of state a certificate of merger.
(c) The certificate of merger shall set forth:
(1) The name of each foundation that is a party to the merger;
(2) The address of the principal office of each foundation that is a party to the merger;
(3) If a foreign foundation is a party to the merger, the jurisdiction in which the foreign foundation is formed;
(4) The name of the surviving foundation; and
(5) If the merger will not begin upon the filing of the certificate of merger with the secretary of state, the date and time on which the merger shall be effective.
(d) In the case of a merger under subsection (b), the certificate of merger shall include a certificate of formation for the surviving foundation.
(e) The certificate of merger may include any other matter that the parties to the merger deem necessary or advisable.
(f) The following persons must approve a merger:
(1) In the case of a foundation that is a party to a merger, the foundation's directors, unless the governing documents provide otherwise.
(2) In the case of a foreign foundation that is a party to a merger, each person who, under the laws under which the foreign foundation is organized, must approve the plan of merger.
(g) A foundation shall not merge with or into another foundation if:
(1) The foundation's governing documents prohibit the merger; or
(2) The merger would violate any of the foundation's material purposes.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:19-1902 - Effects of Merger.

564-F:19-1902 Effects of Merger. –
(a) A merger under RSA 564-F:19-1901 has the following effects:
(1) Each foundation and foreign foundation that is a party to the merger shall be merged into a single foundation, which shall be the foundation designated as the surviving foundation in the certificate of merger;
(2) Each foundation and foreign foundation that is a party to the merger, except the surviving foundation, shall cease to exist;
(3) All title to real property and other property owned by each foundation and foreign foundation that is a party to the merger and all contractual rights possessed by each foundation and foreign foundation that is a party to the merger are vested in the surviving foundation without reversion or impairment; and
(4) All liabilities of each foundation and foreign foundation that is a party to the merger are vested in the surviving foundation.
(b) For each domestic foundation that is a party to a merger and is not the surviving foundation, a certificate of merger shall constitute a certificate of cancellation.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:20-2001 - Dissolution by Organizers or Initial Directors.

564-F:20-2001 Dissolution by Organizers or Initial Directors. –
(a) If the foundation has not received its initial capital contribution, then the following persons may dissolve a foundation by filing with the secretary of state a certificate of dissolution:
(1) A majority of the organizers; or
(2) A majority of the initial directors.
(b) The certificate of dissolution shall set forth:
(1) The foundation's name;
(2) The date on which the dissolution was authorized;
(3) If a majority of organizers have authorized the dissolution, a statement that a majority of the organizers authorized the dissolution;
(4) If a majority of initial directors have authorized the dissolution, a statement that a majority of the initial directors authorized the dissolution; and
(5) A statement that the foundation has not received its initial capital contribution.
(c) A foundation's dissolution is effective upon filing the certificate of dissolution.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:20-2002 - Dissolution by Founder.

564-F:20-2002 Dissolution by Founder. –
(a) Except as otherwise provided in the governing documents, a founder may dissolve a foundation by filing with the secretary of state a certificate of dissolution.
(b) The certificate of dissolution shall set forth:
(1) The foundation's name;
(2) The date on which the dissolution was authorized; and
(3) A statement that the founder authorized the dissolution.
(c) A foundation's dissolution is effective upon filing the certificate of dissolution.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:20-2003 - Dissolution by Board of Directors.

564-F:20-2003 Dissolution by Board of Directors. –
(a) Except as otherwise provided in the governing documents, the board of directors may dissolve a foundation by filing with the secretary of state a certificate of dissolution.
(b) The certificate of dissolution shall set forth:
(1) The foundation's name;
(2) The date on which the dissolution was authorized;
(3) A statement that the board of directors authorized the dissolution; and
(4) A statement that a copy of the certificate of dissolution has been sent to the department of revenue.
(c) A foundation's dissolution is effective upon filing the certificate of dissolution.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:20-2004 - Revocation of Dissolution.

564-F:20-2004 Revocation of Dissolution. –
(a) A foundation may revoke the dissolution by filing with the secretary of state a certificate of revocation of dissolution.
(b) The certificate of revocation of dissolution shall set forth:
(1) The foundation's name;
(2) The date on which the revocation of the dissolution was authorized;
(3) If a majority of organizers have authorized the revocation of the dissolution, a statement that a majority of the organizers authorized the revocation of the dissolution;
(4) If a majority of initial directors have authorized the revocation of the dissolution, a statement that a majority of the initial directors authorized the revocation of the dissolution;
(5) If the founder authorized the revocation of the dissolution, a statement that the founder authorized the revocation of the dissolution; and
(6) If the board of directors authorized the revocation of the dissolution, a statement that the board of directors authorized the revocation of the dissolution.
(c) A foundation may revoke its dissolution within 120 days of the dissolution's effective date.
(d) The revocation of dissolution shall be authorized in the same manner as the dissolution was authorized.
(e) The revocation of dissolution is effective upon the filing of the certificate of revocation of dissolution.
(f) 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.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:20-2005 - Effect of Dissolution.

564-F:20-2005 Effect of Dissolution. –
(a) A dissolved foundation continues its existence as a legal entity but may not engage in any activities except to the extent necessary or appropriate to wind up its affairs, including:
(1) Collecting its property;
(2) Disposing of its property that will not be distributed in kind to its beneficiaries or in furtherance of its purposes;
(3) Discharging or making provision for discharging its liabilities; and
(4) Distributing its remaining property to its beneficiaries or in furtherance of its purposes in accordance with the governing documents.
(b) A foundation's dissolution does not:
(1) Transfer title to the foundation's property;
(2) Subject its directors to duties different from those prescribed in article 11;
(3) Subject its protectors to duties different from those prescribed in article 13;
(4) Change the provisions for appointment, resignation, or removal of the foundation officials;
(5) Change the provisions for amending its governing documents;
(6) Prevent commencement of a judicial proceeding by or against the foundation in the foundation's name;
(7) Abate or suspend a judicial proceeding pending by or against the foundation on the dissolution's effective date; or
(8) Terminate the authority of the foundation's registered agent.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:20-2006 - Known Claims Against Dissolved Foundation.

564-F:20-2006 Known Claims Against Dissolved Foundation. –
(a) A dissolved foundation may dispose of a known claimant's claim against the dissolved foundation by delivering to the claimant a written notice of the dissolution at any time after the dissolution's effective date.
(b) The notice of dissolution shall set forth:
(1) A description of the information that must be included in a claim;
(2) A mailing address where a claim may be sent;
(3) The deadline by which the dissolved foundation must receive the claim; and
(4) A statement that the claim will be barred if not received by the deadline.
(c) For purposes of subsection (b)(3), the deadline may not be fewer than 90 days from the date on which the dissolved foundation delivers the notice of dissolution to the claimant.
(d) If the dissolved foundation delivers to a claimant a notice of dissolution in accordance with subsection (a), then the claimant's claim against a dissolved foundation shall be barred unless:
(1) The claimant delivers a notice of the claim to the dissolved foundation on or before the deadline set forth in the notice of dissolution; and
(2) The claimant commences a judicial proceeding to enforce the claim against the dissolved foundation within 90 days after the deadline set forth in the notice of dissolution.
(e) 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.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:20-2007 - Other Claims Against Dissolved Foundation.

564-F:20-2007 Other Claims Against Dissolved Foundation. –
(a) A dissolved foundation may publish notice of its dissolution and request that persons with claims against the dissolved foundation present them in accordance with the notice.
(b) The notice shall be published one time in a newspaper of general circulation in:
(1) The county in which the dissolved foundation's principal office in this state is located; or
(2) If the dissolved foundation does not have a principal office in this state, the county in which its registered office is located.
(c) The notice shall set forth:
(1) A description of the information that must be included in a claim;
(2) A mailing address where the claim may be sent; and
(3) A statement that a claim against the dissolved foundation will be barred unless a judicial proceeding to enforce the claim is commenced within three years after the publication of the notice.
(d) If a dissolved foundation publishes a newspaper notice in accordance with subsection (a), then a claimant's claim against the dissolved foundation shall be barred unless:
(1) The claimant was entitled to receive notice under RSA 564-F:20-2006;
(2) The claimant commences a judicial proceeding to enforce the claim against the dissolved foundation within three years after the publication date of the newspaper notice; or
(3) The claim is contingent or based on an event occurring after the effective date of the foundation's dissolution.
(e) A claim that is not barred by RSA 564-F:20-2006(d) or subsection (d) may be enforced against:
(1) To the extent of its undistributed assets, the dissolved foundation; or
(2) To the extent that a person has received a distribution in liquidation of the dissolved foundation and subject to subsection (f), the person who received the distribution.
(f) The total liability of a person against whom a claim is enforceable under subsection (e)(2) shall not exceed the lesser of:
(1) The person's pro-rata share of the claim; and
(2) The total amount of property that the person received as distributions in liquidation of the dissolved foundation.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:20-2008 - Director Duties.

564-F:20-2008 Director Duties. –
(a) A director of a dissolved foundation shall have the following duties:
(1) A duty to cause the dissolved foundation to discharge its liabilities or make reasonable provision for discharging its liabilities; and
(2) A duty to cause the dissolved foundation to distribute its remaining property in accordance with the governing documents.
(b) A director of a dissolved foundation that has disposed of claims under RSA 564-F:20-2006 or RSA 564-F:20-2007 shall not be liable for breach of subsection (a) to the extent that the claim against the dissolved foundation is barred or satisfied under RSA 564-F:20-2006 or RSA 564-F:20-2007.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:20-2009 - Administrative Dissolution.

564-F:20-2009 Administrative Dissolution. –
(a) The secretary of state may administratively dissolve a foundation if:
(1) For 2 consecutive years, the foundation does not pay the annual fee or any penalty imposed by this chapter or other law within 60 days after the fee or penalty is due;
(2) For 2 consecutive years, the foundation does not file its annual report with the secretary of state within 60 days after the annual report is due;
(3) For a period of 60 days or more, the foundation does not have a registered agent or a registered office;
(4) The foundation fails to file with the secretary of state:
(A) A notice of a change of its registered agent within 60 days after the change;
(B) A notice of a change of its registered office within 60 days after the change;
(C) A notice of its registered agent's resignation within 60 days after the resignation; or
(D) A notice of the discontinuance of its registered office within 60 days after the discontinuance; or
(5) The period of foundation's duration stated in its certificate of formation expires.
(b) The secretary of state may dissolve a foundation under subsection (a) by sending the following documents to the foundation at the foundation's registered office:
(1) A notice of administrative dissolution; and
(2) An application for reinstatement.
(c) The notice of administrative dissolution shall set forth:
(1) The grounds for dissolution; and
(2) The effective date of dissolution.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:20-2010 - Effects of Administrative Dissolution.

564-F:20-2010 Effects of Administrative Dissolution. –
(a) A foundation that is administratively dissolved continues its existence as a legal entity but may not engage in any activities except to the extent necessary or appropriate to wind up its affairs in accordance with RSA 564-F:20-2005 to RSA 564-F:20-2008.
(b) A foundation's administrative dissolution does not terminate the authority of the foundation's registered agent.
(c) For a period of 120 days after the date of mailing of a notice of administrative dissolution under RSA 564-F:20-2009(b) and subject to subsection (d), the secretary of state shall not permit any person to use or reserve:
(1) A name that is the same as or similar to the name of a foundation that was administratively dissolved under RSA 564-F:20-2009; or
(2) A trade name registered by the limited liability company under RSA 349.
(d) The secretary of state may permit a person to use or reserve a name described in subsection (c)(1) or (c)(2) if the dissolved foundation consents to the use or reservation of that name.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:20-2011 - Reinstatement After Administrative Dissolution.

564-F:20-2011 Reinstatement After Administrative Dissolution. –
(a) For a period of three years after the effective date of its dissolution, a foundation that has been administratively dissolved under RSA 564-F:20-2009 may apply to the secretary of state for reinstatement.
(b) The application for reinstatement shall include:
(1) The foundation's name;
(2) The effective date of the foundation's dissolution;
(3) A statement that each of the grounds for the foundation's dissolution did not exist or has been eliminated; and
(4) A statement that the foundation's name or proposed name satisfies the requirements of RSA 564-F:4-401.
(c) The secretary of state may cancel the administrative dissolution if:
(1) The secretary of state determines that the notice contains the information required under subsection (b);
(2) The information contained in the application is correct in all material respects; and
(3) The foundation's name or proposed name is available for registration.
(d) The secretary of state cancels an administrative dissolution by:
(1) Cancelling the notice of administrative dissolution;
(2) Sending to the foundation at its principal office a notice of reinstatement.
(e) The notice of reinstatement shall set forth:
(1) The secretary of state's determination under subsection (c);
(2) If the application for reinstatement includes a change of the foundation's name, the change of the foundation's name; and
(3) The effective date of reinstatement.
(f) A foundation's reinstatement shall have the following effects:
(1) The notice of reinstatement shall have the effect of an amendment of the foundation's certificate of formation;
(2) The reinstatement shall relate back to the effective date of the foundation's administrative dissolution;
(3) The foundation may resume engaging in activities in this state as if the administrative dissolution had never occurred; and
(4) All of the foundation's otherwise legally valid actions during the period if its dissolution shall be legally valid.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:20-2012 - Appeal from Denial of Reinstatement.

564-F:20-2012 Appeal from Denial of Reinstatement. –
(a) If the secretary of state denies a foundation's application for reinstatement following administrative dissolution, then the secretary of state shall send to the foundation written notice of denial.
(b) The notice of denial shall set forth each of the secretary of state's reasons for denial.
(c) The secretary of state shall send the notice of denial to the foundation at the foundation's principal address.
(d) The foundation may appeal the denial of reinstatement by filing a petition for reinstatement with the court located in:
(1) The county in which the foundation's principal office in this state is located; or
(2) If the foundation does not have a principal office in this state, the county in which the foundation's registered office is located.
(e) The foundation's petition for reinstatement shall include:
(1) A copy of the secretary of state's certificate of dissolution;
(2) The foundation's application for reinstatement; and
(3) The secretary of state's notice of denial.
(f) The foundation may commence the appeal under subsection (d) only within 30 days after the date of the notice of denial.
(g) The court may summarily order the secretary of state to reinstate the dissolved corporation or may take other action that the court considers appropriate.
(h) The court's final decision may be appealed as in other civil proceedings.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:20-2013 - Judicial Dissolution.

564-F:20-2013 Judicial Dissolution. –
(a) A court may dissolve a foundation if:
(1) The foundation procured its certificate of formation through fraud, duress, or undue influence;
(2) The foundation's purposes are not lawful or are contrary to the public policy of this state;
(3) The foundation has exceeded or abused its lawful authority under this chapter;
(4) The foundation has carried on, conducted, or transacted its affairs in a persistently fraudulent or illegal manner; or
(5) The foundation has abused its power contrary to the public policy of this state.
(b) A court may dissolve a foundation if:
(1) All of the foundation officials consent to the termination;
(2) All of the beneficiaries consent to the termination;
(3) To the extent that the foundation is a charitable trust, the director of charitable trusts consents to the dissolution; and
(4) The dissolution does not violate any of the foundation's material purposes.
(c) A court may dissolve a foundation if:
(1) Because of circumstances that the founder did not anticipate, the dissolution will further the foundation's purposes; and
(2) The dissolution does not violate any of the foundation's material purposes.
(d) Any of the following persons may commence a judicial proceeding seeking the foundation's dissolution under this section:
(1) A foundation official;
(2) A beneficiary unless the governing documents prohibit the beneficiary from commencing a judicial proceeding seeking the foundation's dissolution;
(3) To the extent that the foundation is a charitable trust, the director of charitable trusts; and
(4) With respect to a dissolution under subsection (a), the attorney general.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:21-2101 - Activities in This State.

564-F:21-2101 Activities in This State. –
(a) A foreign foundation shall not engage in any registrable activity in this state until it registers with the secretary of state.
(b) A registrable activity includes any activity that, if conducted by a foreign corporation, would constitute the corporation's transacting business in this state.
(c) Activities that are not registrable activities include:
(1) Maintaining, defending, or settling any judicial proceeding;
(2) Holding meetings of the board of directors or carrying on other activities concerning the foundation's internal affairs;
(3) Maintaining one or more bank accounts;
(4) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
(5) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(6) Without more, owning any real or personal property located in this state;
(7) Conducting an isolated transaction that:
(A) Is completed within 30 days; and
(B) Is not a single transaction in the course of repeated transactions of a like nature;
(8) Transacting any activity in interstate commerce; and
(9) Any activity that, if conducted by a foreign corporation, would not constitute the corporation's transacting business in this state.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:21-2102 - Registration.

564-F:21-2102 Registration. –
(a) A foreign foundation may register with the secretary of state by filing with the secretary of state a certificate of registration.
(b) The certificate of registration shall set forth:
(1) The foreign foundation's name or, if its name is unavailable for use in this state, a name that satisfies the requirements of RSA 564-F:4-401;
(2) The name and usual business address of each of the foundation's directors;
(3) The name of the jurisdiction under the laws of which the foundation is organized;
(4) The foundation's date of formation;
(5) The foundation's period of duration;
(6) The street address of the foundation's principal office;
(7) The name of the foundation's initial registered agent in this state; and
(8) The address of the foundation's initial registered office in this state.
(c) The certificate of registration may set forth any other matter that the foreign foundation deems necessary or advisable.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:21-2103 - Amended Registration.

564-F:21-2103 Amended Registration. –
(a) Subject to subsection (c), a foreign foundation may amend its certificate of registration by filing an amended certificate of registration with the secretary of state.
(b) An amended certificate of registration shall set forth:
(1) The foreign foundation's name or, if its name is unavailable for use in this state or does not satisfy the requirements of RSA 564-F:4-401, a name that satisfies the requirements of RSA 564-F:4-401; and
(2) The amendment to the certificate of registration.
(c) A certificate of registration may be amended at any time in any respect so long as the amended certificate of registration contains only provisions that lawfully may be contained in the certificate of registration at the time of making the amendment.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:21-2104 - Restated Certificate of Registration.

564-F:21-2104 Restated Certificate of Registration. –
(a) A foreign foundation may restate its certificate of formation by filing with the secretary of state a restated certificate of registration.
(b) The restated certificate of registration shall set forth:
(1) The foundation's name; and
(2) The restatement of the certificate of registration.
(c) The restated certificate of formation may contain one or more amendments to the certificate of registration as permitted in a certificate of amendment under RSA 564-F:21-2103.
Source.
2017, 257:47, eff. Oct. 1, 2017.
2023 New Hampshire Revised Statutes › Title LVI - Probate Courts and Decedents' Estates › Chapter 564-F - New Hampshire Foundation Act › Section 564-F:21-2105 - Effect of Registration.

564-F:21-2105 Effect of Registration. –
(a) Subject to RSA 564-F:21-2116, a foreign foundation's registration under RSA 564-F:21-2102 authorizes the foreign foundation to engage in any registrable activity in this state.
(b) A registered foreign foundation:
(1) Has the same rights and privileges as a domestic foundation; and
(2) Except as otherwise provided in this chapter, the same duties, restrictions, penalties, and liabilities now or later imposed on a foundation of like character.
(c) This chapter does not authorize this state to regulate the organization or internal affairs of a registered foreign foundation.
Source.
2017, 257:47, eff. Oct. 1, 2017.