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:12.01 - Disposition of Assets Not Requiring Shareholder Approval.

293-A:12.01 Disposition of Assets Not Requiring Shareholder Approval. –
(a) No approval of the shareholders of a corporation is required, unless the articles of incorporation otherwise provide, for a corporation, upon the terms and conditions and for the consideration determined by the board of directors:
(1) to sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business;
(2) to mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business;
(3) to transfer any or all of the corporation's assets to one or more corporations or other entities all of the shares or interests of which are owned by the corporation; or
(4) to distribute assets pro rata to the holders of one or more classes or series of the corporation's 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:13.03 - Assertion of Rights by Nominees and Beneficial Owners.

293-A:13.03 Assertion of Rights by Nominees and Beneficial Owners. –
(a) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies the corporation in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder's name under this subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders.
(b) A beneficial shareholder may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder:
(1) submits to the corporation the record shareholder's written consent to the assertion of such rights no later than the date referred to in RSA 293-A:13.22(b)(2)(ii); and
(2) does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder.
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:13.20 - Notice of Appraisal Rights.

293-A:13.20 Notice of Appraisal Rights. –
(a) Where any corporate action specified in RSA 293-A:13.02(a) is to be submitted to a vote at a shareholders' meeting, the meeting notice must state that the corporation has concluded that the shareholders are, are not or may be entitled to assert appraisal rights under this subdivision. If the corporation concludes that appraisal rights are or may be available, a copy of this subdivision must accompany the meeting notice sent to those record shareholders entitled to exercise appraisal rights.
(b) In a merger pursuant to RSA 293-A:11.05, the parent corporation must notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice must be sent within 10 days after the corporate action became effective and include the materials described in RSA 293-A:13.22.
(c) Where any corporate action specified in RSA 293-A:13.02(a) is to be approved by written consent of the shareholders pursuant to RSA 293-A:7.04:
(1) written notice that appraisal rights are, are not or may be available must be sent to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this subdivision; and
(2) written notice that appraisal rights are, are not or may be available must be delivered together with the notice to non-consenting and nonvoting shareholders required by RSA 293-A:7.04(e) and (f), may include the materials described in RSA 293-A:13.22 and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this subdivision.
(d) Where corporate action described in RSA 293-A:13.02(a) is proposed, or a merger pursuant to RSA 293-A:11.05 is effected, the notice referred to in RSA 293-A:13.20(a) or (c), if the corporation concludes that appraisal rights are or may be available, and in RSA 293-A:13.20(b) shall be accompanied by:
(1) the annual financial statements specified in RSA 293-A:16.20(a) of the corporation that issued the shares that may be subject to appraisal, which shall be as of a date ending not more than 16 months before the date of the notice and shall comply with RSA 293-A:16.20(b); provided that, if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and
(2) the latest available quarterly financial statements of such corporation, if any.
(e) The right to receive the information described in RSA 293-A:13.20(d) may be waived in writing by a shareholder before or after the corporate action.
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:13.21 - Notice of Intent to Demand Payment and Consequences of Voting or Consenting.

293-A:13.21 Notice of Intent to Demand Payment and Consequences of Voting or Consenting. –
(a) If a corporate action specified in RSA 293-A:13.02(a) is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:
(1) must deliver to the corporation, before the vote is taken, written notice of the shareholder's intent to demand payment if the proposed action is effectuated; and
(2) must not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.
(b) If a corporate action specified in RSA 293-A:13.02(a) is to be approved by less than unanimous written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares must not sign a consent in favor of the proposed action with respect to that class or series of shares.
(c) A shareholder who fails to satisfy the requirements of RSA 293-A:13.21(a) or (b) is not entitled to payment 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:13.22 - Appraisal Notice and Form.

293-A:13.22 Appraisal Notice and Form. –
(a) If a corporate action requiring appraisal rights under RSA 293-A:13.02(a) becomes effective, the corporation must send a written appraisal notice and the form required by RSA 293-A:13.02(b)(1) to all shareholders who satisfy the requirements of RSA 293-A:13.21(a) or RSA 293-A:13.21(b). In the case of a merger under RSA 293-A:11.05, the parent must deliver an appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.
(b) The appraisal notice must be delivered no earlier than the date the corporate action specified in RSA 293-A:13.02(a) became effective, and no later than 10 days after such date, and must:
(1) supply a form that (i) specifies the first date of any announcement to shareholders made prior to the date the corporate action became effective of the principal terms of the proposed corporate action, and (ii) if such announcement was made, requires the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date, and (iii) requires the shareholder asserting appraisal rights to certify that such shareholder did not vote for or consent to the transaction;
(2) state:
(i) where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under RSA 293-A:13.22(b)(2)(ii);
(ii) a date by which the corporation must receive the form, which date may not be fewer than 40 nor more than 60 days after the date the RSA 293-A:13.22(a) appraisal notice is sent, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date;
(iii) the corporation's estimate of the fair value of the shares;
(iv) that, if requested in writing, the corporation will provide, to the shareholder so requesting, within 10 days after the date specified in RSA 293-A:13.22(b)(2)(ii) the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and
(v) the date by which the notice to withdraw under RSA 293-A:13.23 must be received, which date must be within 20 days after the date specified in RSA 293-A:13.22(b)(2)(ii); and
(3) be accompanied by a copy of 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:13.23 - Perfection of Rights; Right to Withdraw.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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