reglab/statecodes huggingface dataset:
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.56 - Indemnification of Officers.

293-A:8.56 Indemnification of Officers. –
(a) A corporation may indemnify and advance expenses under this subdivision to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation:
(1) to the same extent as a director; and
(2) if he or she is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for:
(i) liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding; or
(ii) liability arising out of conduct that constitutes:
(A) receipt by the officer of a financial benefit to which he or she is not entitled;
(B) an intentional infliction of harm on the corporation or the shareholders; or
(C) an intentional violation of criminal law.
(b) The provisions of subsection (a)(2) shall apply to an officer who is also a director if the basis on which he or she is made a party to the proceeding is an act or omission solely as an officer.
(c) An officer of a corporation who is not a director is entitled to mandatory indemnification under RSA 293-A:8.52, and may apply to a court under RSA 293-A:8.54 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.57 - Insurance.

293-A:8.57 Insurance. –
A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, manager, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the individual in that capacity or arising from his or her status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under this subdivision.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.58 - Variation by Corporate Action; Application of Subdivision.

293-A:8.58 Variation by Corporate Action;  Application of Subdivision. –
(a) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with RSA 293-A:8.51 or advance funds to pay for or reimburse expenses in accordance with RSA 293-A:8.53. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in RSA 293-A:8.53(c) and in RSA 293-A:8.55(c). Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with RSA 293-A:8.53 to the fullest extent permitted by law, unless the provision specifically provides otherwise.
(b) Any provision pursuant to subsection (a) shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by RSA 293-A:11.07(a)(4).
(c) A corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to this subdivision.
(d) This subdivision does not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with appearing as a witness in a proceeding at a time when he or she is not a party.
(e) This subdivision does not limit a corporation's power to indemnify, advance expenses to or provide or maintain insurance on behalf of an employee or agent.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.59 - Exclusivity of Subdivision.

293-A:8.59 Exclusivity of Subdivision. –
A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this subdivision.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.61 - Judicial Action.

293-A:8.61 Judicial Action. –
(a) A transaction effected or proposed to be effected by the corporation (or by an entity controlled by the corporation) may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if it is not a director's conflicting interest transaction.
(b) A director's conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if:
(1) directors' action respecting the transaction was taken in compliance with RSA 293-A:8.62 at any time; or
(2) shareholders' action respecting the transaction was taken in compliance with RSA 293-A:8.63 at any time; or
(3) the transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.62 - Directors' Action.

293-A:8.62 Directors' Action. –
(a) Directors' action respecting a director's conflicting interest transaction is effective for purposes of RSA 293-A:8.61(b)(l) if the transaction has been authorized by the affirmative vote of a majority (but no fewer than 2) of the qualified directors who voted on the transaction, after required disclosure by the conflicted director of information not already known by such qualified directors, or after modified disclosure in compliance with subsection (b), provided that:
(1) the qualified directors have deliberated and voted outside the presence of and without the participation by any other director; and
(2) where the action has been taken by a committee, all members of the committee were qualified directors, and either (i) the committee was composed of all the qualified directors on the board of directors or (ii) the members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.
(b) Notwithstanding subsection (a), when a transaction is a director's conflicting interest transaction only because a related person described in clause (v) or clause (vi) of RSA 293-A:8.60(a)(5) is a party to or has a material financial interest in the transaction, the conflicted director is not obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule, provided that the conflicted director discloses to the qualified directors voting on the transaction:
(1) all information required to be disclosed that is not so violative,
(2) the existence and nature of the director's conflicting interest, and
(3) the nature of the conflicted director's duty not to disclose the confidential information.
(c) A majority (but no fewer than 2) of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section.
(d) Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.70 - Business Opportunities.

293-A:8.70 Business Opportunities. –
(a) A director's taking advantage, directly or indirectly, of a business opportunity may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, in a proceeding by or in the right of the corporation on the ground that such opportunity should have first been offered to the corporation, if before becoming legally obligated respecting the opportunity the director brings it to the attention of the corporation and:
(1) action by qualified directors disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in RSA 293-A:8.62, as if the decision being made concerned a director's conflicting interest transaction; or
(2) shareholders' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in RSA 293-A:8.63, as if the decision being made concerned a director's conflicting interest transaction; except that, rather than making "required disclosure" as defined in RSA 293-A:8.60, in each case the director shall have made prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity that are then known to the director.
(b) In any proceeding seeking equitable relief or other remedies based upon an alleged improper taking advantage of a business opportunity by a director, the fact that the director did not employ the procedure described in subsection (a) before taking advantage of the opportunity shall not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation in the circumstances.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:9.01 - Excluded Transactions.

293-A:9.01 Excluded Transactions. –
This chapter may not be used to effect a transaction in which the conversion from one entity to another type of entity is governed by other statutes of this state with specific provisions that address how that conversion is to be accomplished.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:9.02 - Required Approvals.

293-A:9.02 Required Approvals. –
(a) If a domestic or foreign business corporation or eligible entity may not be a party to a merger without the approval of a governmental authority, department, agency, or official of this state, the corporation or eligible entity shall not be a party to a transaction under this chapter without the prior approval of that authority, department, agency, or official.
(b) Property held in trust or for charitable purposes under the laws of this state by a domestic or foreign eligible entity shall not, by any transaction under this chapter, be diverted from the objects for which it was donated, granted, or devised, unless and until the eligible entity obtains any approval or order of any court or any other governing authority in this state specifying the disposition of the property to the extent required by and pursuant to applicable state law.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:9.22 - Articles of Domestication.

293-A:9.22 Articles of Domestication. –
(a) After the domestication of a foreign business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of domestication shall be signed by any officer or other duly authorized representative. The articles shall set forth:
(1) the name of the corporation immediately before the filing of the articles of domestication and, if that name is unavailable for use in this state or the corporation desires to change its name in connection with the domestication, a name that satisfies the requirements of RSA 293-A:4.01;
(2) the jurisdiction of incorporation of the corporation immediately before the filing of the articles of domestication and the date the corporation was incorporated in that jurisdiction; and
(3) a statement that the domestication of the corporation in this state was duly authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication in this state.
(b) The articles of domestication shall have attached articles of incorporation.
(c) The articles of domestication with articles of incorporation shall be delivered to the secretary of state for filing, and shall take effect at the effective time provided in RSA 293-A:1.23.
(d) If the foreign corporation is authorized to transact business in this state under RSA 293-A:15.01 through RSA 293-A:15.32, its certificate of authority shall be cancelled automatically on the effective date of its domestication.
Source.
2013, 142:1. 2015, 273:6, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:9.23 - Surrender of Charter Upon Domestication.

293-A:9.23 Surrender of Charter Upon Domestication. –
(a) Whenever a domestic business corporation has adopted and approved, in the manner required by this subdivision, a plan of domestication providing for the corporation to be domesticated in a foreign jurisdiction, articles of charter surrender shall be signed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:
(1) the name of the corporation;
(2) a statement that the articles of charter surrender are being filed in connection with the domestication of the corporation in a foreign jurisdiction;
(3) a statement that the domestication was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of incorporation; and
(4) the corporation's new jurisdiction of incorporation.
(b) The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing. The articles of charter surrender shall take effect on the effective time provided in RSA 293-A:1.23.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:9.25 - Abandonment of a Domestication.

293-A:9.25 Abandonment of a Domestication. –
(a) Unless otherwise provided in a plan of domestication of a domestic business corporation, after the plan has been adopted and approved as required by this subdivision, and at any time before the domestication has become effective, it may be abandoned by the board of directors without action by the shareholders.
(b) If a domestication is abandoned under subsection (a) after articles of charter surrender have been filed with the secretary of state but before the domestication has become effective, a statement that the domestication has been abandoned in accordance with this section, signed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing prior to the effective date of the domestication with the fee required under RSA 293-A:1.22(a)(9). The statement shall take effect upon filing and the domestication shall be deemed abandoned and shall not become effective.
(c) If the domestication of a foreign business corporation in this state is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication have been filed with the secretary of state, a statement that the domestication has been abandoned, signed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing. The statement shall take effect upon filing and the domestication shall be deemed abandoned and shall not become effective.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:9.51 - Plan of Entity Conversion.

293-A:9.51 Plan of Entity Conversion. –
(a) A plan of entity conversion must include:
(1) a statement of the type of entity the surviving entity will be and, if it will be a foreign other entity, its jurisdiction of organization;
(2) the terms and conditions of the conversion;
(3) if the surviving entity will be an unincorporated entity the manner and basis of converting the shares of the domestic business corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing;
(4) if the surviving entity will be a domestic business corporation, the manner and the basis of converting the interest in the unincorporated entity into shares of the domestic business corporation or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and
(5) the full text, as they will be in effect immediately after consummation of the conversion, of the organic documents of the surviving entity.
The plan of entity conversion may include any other provisions relating to the conversion that may be desired.
(b) The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion, except that subsequent to approval of the plan by the shareholders or by the holders of voting interest in an unincorporated entity the plan may not be amended to change:
(1) the amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, or other property to be received under the plan by the shareholders or interest holders;
(2) the organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the surviving entity comparable to RSA 293-A:10.05; or
(3) any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders or the interest holders in any material respect.
(c) Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with RSA 293-A:1.20(j).
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:9.54 - Surrender of Charter Upon Conversion.

293-A:9.54 Surrender of Charter Upon Conversion. –
(a) Whenever a domestic business corporation has adopted and approved, in the manner required by this subdivision, a plan of entity conversion providing for the corporation to be converted to a foreign unincorporated entity, articles of charter surrender shall be signed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:
(1) the name of the corporation;
(2) a statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign unincorporated entity;
(3) a statement that the conversion was duly approved by the shareholders in the manner required by this chapter and the articles of incorporation;
(4) the jurisdiction under the laws of which the surviving entity will be organized; and
(5) if the surviving entity will be a nonfiling entity, the address of its executive office immediately after the conversion.
(b) The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing. The articles of charter surrender shall take effect on the effective time provided in RSA 293-A:1.23.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:9.56 - Abandonment of an Entity Conversion.

293-A:9.56 Abandonment of an Entity Conversion. –
(a) Unless otherwise provided in a plan of entity conversion of a domestic business corporation, after the plan has been adopted and approved as required by this subdivision, and at any time before the entity conversion has become effective, it may be abandoned by the board of directors without action by the shareholders.
(b) If an entity conversion is abandoned after articles of entity conversion or articles of charter surrender have been filed with the secretary of state but before the entity conversion has become effective, a statement that the entity conversion has been abandoned in accordance with this section, signed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing prior to the effective date of the entity conversion. Upon filing, the statement shall take effect and the entity conversion shall be deemed abandoned and shall not become effective.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:10.01 - Authority to Amend.

293-A:10.01 Authority to Amend. –
(a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation.
(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:10.02 - Amendment Before Issuance of Shares.

293-A:10.02 Amendment Before Issuance of Shares. –
If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation's articles of incorporation.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:10.03 - Amendment by Board of Directors and Shareholders.

293-A:10.03 Amendment by Board of Directors and Shareholders. –
If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner:
(a) The proposed amendment must be adopted by the board of directors.
(b) Except as provided in RSA 293-A:10.05, RSA 293-A:10.07, and RSA 293-A:10.08, after adopting the proposed amendment the board of directors must submit the amendment to the shareholders for their approval. The board of directors must also submit to the shareholders a recommendation that the shareholders approve the amendment, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, or (ii) RSA 293-A:8.26 applies. If (i) or (ii) applies, the board must describe to the shareholders with reasonable specificity the basis for so proceeding.
(c) The board of directors may condition its recommendation of the amendment to the shareholders on any basis.
(d) If the amendment is required to be approved by the shareholders, and the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the amendment and must contain or be accompanied by a copy of the proposed amendment.
(e) Unless the articles of incorporation, or the board of directors acting pursuant to subsection (c), require a greater vote or a greater number of shares to be present, approval of the amendment 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 on the amendment exists, and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as provided in RSA 291-A:10.04(c), the approval of each such separate voting group at a meeting at which a quorum of the voting group consisting of at least a majority of the votes entitled to be cast on the amendment by that voting group exists.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:10.04 - Voting on Amendments by Voting Groups.

293-A:10.04 Voting on Amendments by Voting Groups. –
(a) If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by this chapter) on a proposed amendment to the articles of incorporation if the amendment would:
(1) increase or decrease the aggregate number of authorized shares of the class;
(2) effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(3) effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;
(4) change the rights, preferences, or limitations of all or part of the shares of the class;
(5) change the shares of all or part of the class into a different number of shares of the same class;
(6) create a new class of shares having rights or preferences with respect to distributions that are prior or superior to the shares of the class;
(7) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the shares of the class;
(8) limit or deny an existing preemptive right of all or part of the shares of the class; or
(9) cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class.
(b) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a), the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.
(c) If a proposed amendment that entitles the holders of 2 or more classes or series of shares to vote as separate voting groups under this section would affect those 2 or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or required by the board of directors.
(d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:10.05 - Amendment by Board of Directors.

293-A:10.05 Amendment by Board of Directors. –
(a) Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval:
(1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2) to delete the names and addresses of the initial directors;
(3) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;
(4) if the corporation has only one class of shares outstanding:
(i) to change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or
(ii) to increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;
(5) to change the corporate name by substituting the word "corporation," "incorporated," "limited," or the abbreviation "corp.," "inc.," or "ltd.," for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name;
(6) to reflect a reduction in authorized shares, as a result of the operation of RSA 293-A:6.31(b), when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares;
(7) to delete a class of shares from the articles of incorporation, as a result of the operation of RSA 293-A:6.31(b), when there are no remaining outstanding shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or
(8) to make any change expressly permitted by RSA 293-A:6.02(a) or (b) to be made without shareholder approval.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:10.06 - Articles of Amendment.

293-A:10.06 Articles of Amendment. –
(a) After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the corporation shall deliver to the secretary of state, for filing, articles of amendment, which shall set forth:
(1) the name of the corporation;
(2) the text of each amendment adopted, or the information required by RSA 293-A:1.20(j)(5);
(3) if an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself, which may be made dependent upon facts objectively ascertainable outside the articles of amendment in accordance with RSA 293-A:1.20(j)(5);
(4) the date of each amendment's adoption; and
(5) if an amendment:
(i) was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that shareholder approval was not required;
(ii) required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation; or
(iii) is being filed pursuant to RSA 293-A:1.20(j)(5), a statement to that effect.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:10.07 - Restated Articles of Incorporation.

293-A:10.07 Restated Articles of Incorporation. –
(a) A corporation's board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate all properly approved amendments into a single document.
(b) If the restated articles include one or more new amendments that require shareholder approval, the amendments must be adopted and approved as provided in RSA 293-A:10.03.
(c) A corporation that restates its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate which states that the restated articles consolidate all amendments into a single document and, if a new amendment is included in the restated articles, which also includes the statements required under RSA 293-A:10.06.
(d) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments thereto.
(e) The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect, without including the certificate information required by subsection (c).
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:10.08 - Amendment Pursuant to Reorganization.

293-A:10.08 Amendment Pursuant to Reorganization. –
(a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States.
(b) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:
(1) the name of the corporation;
(2) the text of each amendment approved by the court;
(3) the date of the court's order or decree approving the articles of amendment;
(4) the title of the reorganization proceeding in which the order or decree was entered; and
(5) a statement that the court had jurisdiction of the proceeding under federal statute.
(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:10.09 - Effect of Amendment.

293-A:10.09 Effect of Amendment. –
An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:10.20 - Amendment by Board of Directors or Shareholders.

293-A:10.20 Amendment by Board of Directors or Shareholders. –
(a) A corporation's shareholders may amend or repeal the corporation's bylaws.
(b) A corporation's board of directors may amend or repeal the corporation's bylaws, unless:
(1) the articles of incorporation, RSA 293-A:10.21 or, if applicable, RSA 293-A:10.22 reserve that power exclusively to the shareholders in whole or part; or
(2) except as provided in RSA 293-A:2.06(d), the shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:10.21 - Bylaw Increasing Quorum or Voting Requirement for Directors.

293-A:10.21 Bylaw Increasing Quorum or Voting Requirement for Directors. –
(a) A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:
(1) if originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides;
(2) if adopted by the board of directors, either by the shareholders or by the board of directors.
(b) A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it can be amended or repealed only by a specified vote of either the shareholders or the board of directors.
(c) Action by the board of directors under subsection (a) to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:10.22 - Bylaw Provisions Relating to the Election of Directors.

293-A:10.22 Bylaw Provisions Relating to the Election of Directors. –
(a) Unless the articles of incorporation (i) specifically prohibit the adoption of a bylaw pursuant to this section, (ii) alter the vote specified in RSA 293-A:7.28(a), or (iii) provide for cumulative voting, a public corporation may elect in its bylaws to be governed in the election of directors as follows:
(1) each vote entitled to be cast may be voted for or against up to that number of candidates that is equal to the number of directors to be elected, or a shareholder may indicate an abstention, but without cumulating the votes;
(2) to be elected, a nominee must have received a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting at which a quorum is present, provided that a nominee who is elected but receives more votes against than for election shall serve as a director for a term that shall terminate on the date on which an individual is selected by the board of directors to fill the office held by such director, which selection shall be deemed to constitute the filling of a vacancy by the board to which RSA 293-A:8.10 applies; and
(3) the board of directors may select any qualified individual to fill the office held by a director who received more votes against than for election.
(b) Subsection (a) does not apply to an election of directors by a voting group if (i) at the expiration of the time fixed under a provision requiring advance notification of director candidates, or (ii) absent such a provision, at a time fixed by the board of directors which is not more than 14 days before notice is given of the meeting at which the election is to occur, there are more candidates for election by the voting group than the number of directors to be elected, one or more of whom are properly proposed by shareholders. An individual shall not be considered a candidate for purposes of this subsection if the board of directors determines before the notice of meeting is given that such individual's candidacy does not create a bona fide election contest.
(c) A bylaw electing to be governed by this section may be repealed:
(1) if originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; or
(2) if adopted by the board of directors, by the board of directors or the shareholders.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:11.01 - Definitions.

293-A:11.01 Definitions. –
As used in this subdivision:
(a) "Merger" means a business combination pursuant to RSA 293-A:11.02.
(b) "Party to a merger" or "party to a share exchange" means any domestic or foreign corporation or eligible entity that will:
(1) merge under a plan of merger;
(2) acquire shares or eligible interests of another corporation or an eligible entity in a share exchange; or
(3) have all of its shares or eligible interests or all of one or more classes or series of its shares or eligible interests acquired in a share exchange.
(c) "Share exchange" means a business combination pursuant to RSA 293-A:11.03.
(d) "Survivor" in a merger means the corporation or eligible entity into which one or more other corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:11.05 - Merger Between Parent and Subsidiary or Between Subsidiaries.

293-A:11.05 Merger Between Parent and Subsidiary or Between Subsidiaries. –
(a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least 90 percent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, without the approval of the board of directors or shareholders of the subsidiary, unless the articles of incorporation of any of the corporations otherwise provide, and unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors or shareholders is required by the laws under which the subsidiary is organized.
(b) If under subsection (a) approval of a merger by the subsidiary's shareholders is not required, the parent corporation shall, within 10 days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.
(c) Except as provided in subsections (a) and (b), a merger between a parent and a subsidiary shall be governed by the provisions of RSA 293-A:11.01 through RSA 293-A:11.08 applicable to mergers generally.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:11.06 - Articles of Merger or Share Exchange.

293-A:11.06 Articles of Merger or Share Exchange. –
(a) After a plan of merger or share exchange has been adopted and approved as required by this chapter, articles of merger or share exchange shall be signed on behalf of each party to the merger or share exchange in accordance with RSA 293-A:1.20(f). The articles shall set forth:
(1) either:
(i) the plan of merger or share exchange, or
(ii) a statement that the plan of merger or share exchange will be made available to any shareholder entitled to vote on the merger or share exchange upon the request of such shareholder to the president or secretary of the corporation;
(2) the names of the parties to the merger or share exchange;
(3) if the articles of incorporation of the survivor of a merger are amended, the amendments to the survivor's articles of incorporation, or if a new corporation is created as a result of a merger, the articles of incorporation of the new corporation;
(4) if the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of incorporation;
(5) if the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement to that effect; and
(6) as to each foreign corporation or eligible entity that was a party to the merger or share exchange, a statement that the participation of the foreign corporation or eligible entity was duly authorized as required by the organic law of the corporation or eligible entity.
Source.
2013, 142:1. 2015, 273:7, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:11.08 - Abandonment of a Merger or Share Exchange.

293-A:11.08 Abandonment of a Merger or Share Exchange. –
(a) Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign business corporation or a domestic or foreign eligible entity that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and approved as required by this chapter, and at any time before the merger or share exchange has become effective, it may be abandoned by a domestic business corporation that is a party thereto without action by its shareholders in accordance with any procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the merger or share exchange.
(b) If a merger or share exchange is abandoned under subsection (a) after articles of merger or share exchange have been filed with the secretary of state but before the merger or share exchange has become effective, a statement that the merger or share exchange has been abandoned in accordance with this section, signed on behalf of a party to the merger or share exchange by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing prior to the effective date of the merger or share exchange. Upon filing, the statement shall take effect and the merger or share exchange shall be deemed abandoned and shall not become effective.
Source.
2013, 142:1, eff. Jan. 1, 2014.