reglab/statecodes huggingface dataset:
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-B - Treatment of New Hampshire Investment Trusts › Section 293-B:4 - Contributions by Beneficial Owners.

293-B:4 Contributions by Beneficial Owners. –
I. A contribution of a beneficial owner to the New Hampshire investment trust may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services; provided however, that a person may become a beneficial owner of a New Hampshire investment trust and may receive a beneficial interest in a New Hampshire investment trust without making a contribution or being obligated to make a contribution to the New Hampshire investment trust.
II. Except as provided in the governing instrument of the New Hampshire investment trust, a beneficial owner is obligated to the New Hampshire investment trust to perform any promise to contribute cash or property or to perform services, even if the beneficial owner is unable to perform because of death, disability, or any other reason. If a beneficial owner does not make the required contribution of property or services, the beneficial owner is obligated at the option of the New Hampshire investment trust to contribute cash equal to that portion of the agreed value (as stated in the records of the New Hampshire investment trust) of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the New Hampshire investment trust may have against such beneficial owner under the governing instrument of applicable law.
III. A governing instrument of a New Hampshire investment trust may provide that the interest of any beneficial owner who fails to make any contribution that the beneficial owner is obligated to make shall be subject to specific penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting beneficial owner's proportionate interest in the New Hampshire investment trust, subordinating the beneficial interest to that of nondefaulting beneficial owners, a forced sale of the beneficial interest, forfeiture of the beneficial interest, the lending by other beneficial owners of the amount necessary to meet the beneficiary's commitment, a fixing of the value of the defaulting beneficial owner's beneficial interest by appraisal or by formula and redemption or sale of the beneficial interest at such value, or any other penalty or consequence.
Source.
2010, 149:2, eff. June 14, 2010.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-B - Treatment of New Hampshire Investment Trusts › Section 293-B:5 - Liability of Beneficial Owners and Trustees.

293-B:5 Liability of Beneficial Owners and Trustees. –
I. Except to the extent otherwise provided in the governing instrument of the New Hampshire investment trust, the beneficial owners shall be entitled to the same limitation of personal liability extended to stockholders of business corporations.
II. Except to the extent otherwise provided in the governing instrument of a New Hampshire investment trust, a trustee, when acting in such capacity, shall not be personally liable to any person for any act, omission, or obligation of the New Hampshire investment trust or any trustee thereof, other than any liabilities to the New Hampshire investment trust or a beneficial owner which arise under the terms of the governing instrument of the New Hampshire investment trust.
III. Except to the extent otherwise provided in the governing instrument of a New Hampshire investment trust, an officer, employee, manager, or other person acting pursuant to RSA 293-B:8, II(i), when acting in such capacity, shall not be personally liable to any person other than the New Hampshire investment trust or a beneficial owner for any act, omission, or obligation of the New Hampshire investment trust or any trustee thereof.
Source.
2010, 149:2, eff. June 14, 2010.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-B - Treatment of New Hampshire Investment Trusts › Section 293-B:11 - Applicability of Trust Law.

293-B:11 Applicability of Trust Law. –
Except to the extent otherwise provided in the governing instrument of a New Hampshire investment trust or in this chapter, the laws of this state pertaining to trusts are hereby made applicable to New Hampshire investment trusts.
Source.
2010, 149:2, eff. June 14, 2010.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-B - Treatment of New Hampshire Investment Trusts › Section 293-B:16 - Collection of Fees; Administration.

293-B:16 Collection of Fees;  Administration. –
I. The secretary of state shall collect all fees required under this chapter and shall pay them to the treasurer to be deposited in the general fund as unrestricted revenue, except as provided in paragraph II.
II. The state treasurer shall pay the expense of administering this chapter out of any money in the treasury not otherwise appropriated until the fees collected pursuant to RSA 293-B:15, I, have been received. Thereafter, the expenses of administering this chapter shall be paid out of the fees collected under RSA 293-B:15, I, and the treasurer shall reimburse the treasury for the previous expenses paid. The governor is authorized to draw a warrant for the sums authorized by this section out of any money in the treasury not otherwise appropriated.
Source.
2010, 149:2, eff. June 14, 2010.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-B - Treatment of New Hampshire Investment Trusts › Section 293-B:19 - Derivative Actions.

293-B:19 Derivative Actions. –
I. A beneficial owner may bring an action in the right of a New Hampshire investment trust in the same state court of New Hampshire as derivative proceedings with respect to corporations under RSA 293-A:7.40 through RSA 293-A:7.47 to recover a judgment in its favor if trustees with authority to do so have refused to bring the action or if an effort to cause those trustees to bring the action is not likely to succeed.
II. In a derivative action, the plaintiff shall be a beneficial owner at the time of bringing the action:
(a) At the time of the transaction of which he or she complains; or
(b) His or her status as a beneficial owner had devolved upon him or her by operation of law or pursuant to the terms of the governing instrument of the New Hampshire investment trust from a person who was a beneficial owner at the time of the transaction.
III. In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by the trustees, or the reasons for not making the effort.
IV. If a derivative action is successful, in whole or in part, or if anything is received by a New Hampshire investment trust as a result of a judgment, compromise, or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees. If anything is so received by the plaintiff, the court shall make such award of plaintiff's expenses payable out of those proceeds and direct plaintiff to remit to the New Hampshire investment trust the remainder thereof, and if those proceeds are insufficient to reimburse plaintiff's reasonable expenses, the court may direct that any such award of plaintiff's expenses or a portion thereof be paid by the New Hampshire investment trust.
Source.
2010, 149:2, eff. June 14, 2010.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-B - Treatment of New Hampshire Investment Trusts › Section 293-B:20 - Indemnification.

293-B:20 Indemnification. –
I. Subject to such standards and restrictions, if any, as are set forth in the governing instrument of a New Hampshire investment trust, a New Hampshire investment trust shall have the power to indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever.
II. The absence of a provision for indemnity in the governing instrument of a New Hampshire investment trust shall not be construed to deprive any trustee or beneficial owner or other person of any right to indemnity which is otherwise available to such person under the laws of this state.
Source.
2010, 149:2, eff. June 14, 2010.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-B - Treatment of New Hampshire Investment Trusts › Section 293-B:21 - Treasury Interests.

293-B:21 Treasury Interests. –
Except to the extent otherwise provided in the governing instrument of a New Hampshire investment trust, a New Hampshire investment trust may acquire, by purchase, redemption, or otherwise, any beneficial interest in the New Hampshire investment trust held by a beneficial owner of the New Hampshire investment trust. Except to the extent otherwise provided in the governing instrument of a New Hampshire investment trust, any such interest so acquired by a New Hampshire investment trust shall be deemed canceled.
Source.
2010, 149:2, eff. June 14, 2010.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-B - Treatment of New Hampshire Investment Trusts › Section 293-B:27 - Applicability.

293-B:27 Applicability. –
To the extent that any provision of any other chapter of the New Hampshire Revised Statutes Annotated conflicts with any provision in this chapter, the provisions in this chapter shall be controlling, with respect to a New Hampshire investment trust or other investment entity.
Source.
2010, 149:2, eff. June 14, 2010.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-B - Treatment of New Hampshire Investment Trusts › Section 293-B:28 - Short Title.

293-B:28 Short Title. –
This chapter may be cited as the "New Hampshire Investment Trust Act."
Source.
2010, 149:2, eff. June 14, 2010.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-B - Treatment of New Hampshire Investment Trusts › Section 293-B:29 - Other Trusts Not Affected.

293-B:29 Other Trusts Not Affected. –
This chapter shall not be interpreted to limit or to enlarge the power of trusts that are organized under any other law and shall apply only to a New Hampshire investment trust as defined in RSA 293-B:2, IV and an other investment entity as defined in RSA 293-B:2, VI.
Source.
2010, 149:2, eff. June 14, 2010.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-B - Treatment of New Hampshire Investment Trusts › Section 293-B:30 - Insurance Not Affected.

293-B:30 Insurance Not Affected. –
This chapter shall not be interpreted to limit or to enlarge the power of any state-chartered or federally-chartered financial institution to engage in the business of insurance or in any activity requiring licensing under RSA 401 or RSA 405.
Source.
2010, 149:2, eff. June 14, 2010.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-C - Benefit Corporations › Section 293-C:1 - Short Title, Application, and Effect of Chapter.

293-C:1 Short Title, Application, and Effect of Chapter. –
I. This chapter shall be known and may be cited as the "New Hampshire Benefit Corporation Act."
II. This chapter shall be applicable to all benefit corporations.
III. The existence of a provision of this chapter shall not itself create an implication that a contrary or different rule of law is applicable to a business corporation that is not a benefit corporation. This chapter shall not affect a statute or rule of law that is applicable to a business corporation that is not a benefit corporation.
IV. Except as otherwise provided in this chapter, RSA 293-A shall be generally applicable to all benefit corporations. A benefit corporation may be subject simultaneously to this chapter and one or more other chapters of this title, including RSA 294-A. The provisions of this chapter shall control over the provisions of RSA 293-A and RSA 294-A.
V. A provision of the articles of incorporation or bylaws of a benefit corporation may not limit, be inconsistent with, or supersede a provision of this chapter.
Source.
2014, 216:1, eff. Jan. 1, 2015.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-C - Benefit Corporations › Section 293-C:3 - Incorporation of Benefit Corporation.

293-C:3 Incorporation of Benefit Corporation. –
A benefit corporation shall be incorporated in accordance with RSA 293-A:2.01 through RSA 293-A:2.07, but its articles of incorporation shall also state that it is a benefit corporation. The name of a benefit corporation must meet the requirements of RSA 293-A:4.01, but may use the abbreviation "PBC" in lieu of "corp.", "inc.", or "ltd."
Source.
2014, 216:1, eff. Jan. 1, 2015. 2023, 170:6, eff. Nov. 1, 2023.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-C - Benefit Corporations › Section 293-C:4 - Election of Benefit Corporation Status.

293-C:4 Election of Benefit Corporation Status. –
I. An existing business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain, in addition to the requirements of RSA 293-A:2.02, a statement that the corporation is a benefit corporation. In order to be effective, the amendment shall be adopted by at least the minimum status vote.
II. The following rules apply to a merger, interest exchange, or conversion:
(a) Except as provided in subparagraph (b), if a domestic entity that is not a benefit corporation is a party to a merger or conversion or is the exchanging entity in a share exchange and the surviving, new, or resulting entity in the merger, conversion, or share exchange is to be a benefit corporation, the plan of merger, conversion, or share exchange shall be approved by the domestic entity by at least the minimum status vote.
(b) Subparagraph (a) shall not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger pursuant to RSA 293-A:11.05.
Source.
2014, 216:1, eff. Jan. 1, 2015.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-C - Benefit Corporations › Section 293-C:5 - Termination of Benefit Corporation Status.

293-C:5 Termination of Benefit Corporation Status. –
I. A benefit corporation may terminate its status as such and cease to be subject to this chapter by amending its articles of incorporation to delete the provision required by RSA 293-C:3 or RSA 293-C:4, I to be stated in the articles of a benefit corporation. In order to be effective, the amendment shall be adopted by at least the minimum status vote.
II. The following rules apply to a merger, interest exchange, or conversion:
(a) Except as provided in subparagraph (b), if a plan of merger, conversion, or share exchange would have the effect of terminating the status of a business corporation as a benefit corporation, the plan shall be adopted by at least the minimum status vote in order to be effective.
(b) Subparagraph (a) shall not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger pursuant to RSA 293-A:11.05.
III. Any sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum status vote.
Source.
2014, 216:1, eff. Jan. 1, 2015.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-C - Benefit Corporations › Section 293-C:6 - Corporate Purposes.

293-C:6 Corporate Purposes. –
I. A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under RSA 293-A:7.
II. The articles of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under paragraph I and RSA 293-A:7. The identification of a specific public benefit under this paragraph shall not limit the purpose of a benefit corporation to create general public benefit under paragraph I.
III. The creation of general public benefit and specific public benefit under paragraphs I and II is in the best interests of the benefit corporation.
IV. A benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. In order to be effective, the amendment shall be adopted by at least the minimum status vote.
V. A professional corporation that is a benefit corporation does not violate RSA 294-A:2 by having the purpose to create general public benefit or a specific public benefit.
Source.
2014, 216:1, eff. Jan. 1, 2015.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-C - Benefit Corporations › Section 293-C:9 - Standard of Conduct for Officers.

293-C:9 Standard of Conduct for Officers. –
I. Each officer of a benefit corporation shall consider the interests and factors described in RSA 293-C:7 in the manner provided in that section if:
(a) The officer has discretion to act with respect to a matter; and
(b) It reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation.
II. The consideration of interests and factors in the manner required by paragraph I shall not constitute a violation of RSA 293-A:8.42.
III. Except as provided in the articles of incorporation or bylaws, an officer shall not be personally liable for monetary damages for:
(a) An action or inaction as an officer in the course of performing the duties of an officer under this section if the officer performed the duties of the position in compliance with RSA 293-A:8.42 and this section; or
(b) Failure of the benefit corporation to pursue or create general public benefit or specific public benefit.
IV. An officer shall not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
V. An officer who makes a business judgment in good faith fulfills the duty under this section if the officer:
(a) Is not interested in the subject of the business judgment;
(b) Is informed with respect to the subject of the business judgment to the extent the officer reasonably believes to be appropriate under the circumstances; and
(c) Rationally believes that the business judgment is in the best interests of the benefit corporation.
Source.
2014, 216:1, eff. Jan. 1, 2015.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-C - Benefit Corporations › Section 293-C:10 - Designation of Benefit Officer.

293-C:10 Designation of Benefit Officer. –
I. A benefit corporation may have an officer designated the benefit officer.
II. A benefit officer shall have:
(a) The powers and duties relating to the purpose of the corporation to create general public benefit or specific public benefit provided:
(1) By the bylaws; or
(2) Absent controlling provisions in the bylaws, by resolutions or orders of the board of directors.
(b) The duty to prepare the benefit report required by RSA 293-C:12.
Source.
2014, 216:1, eff. Jan. 1, 2015.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-C - Benefit Corporations › Section 293-C:11 - Right of Action.

293-C:11 Right of Action. –
I. Except in a benefit enforcement proceeding, no person shall bring an action or assert a claim against a benefit corporation or its directors or officers with respect to:
(a) Failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation; or
(b) Violation of an obligation, duty, or standard of conduct under this chapter.
II. A benefit corporation shall not be liable for monetary damages under this chapter for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
III. A benefit enforcement proceeding shall be commenced or maintained only:
(a) Directly by the benefit corporation; or
(b) Derivatively in accordance with RSA 293-A:7.40 through RSA 293-A:7.48 by:
(1) A person or group of persons that owned beneficially or of record at least 2 percent of the total number of shares of a class or series outstanding at the time of the act or omission complained of;
(2) A director;
(3) A person or group of persons that owned beneficially or of record 5 percent or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or
(4) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.
IV. For purposes of this section, a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner.
V. In an action commenced under this section, if it is determined that a corporation established pursuant to this chapter has failed to pursue a general public benefit or a specific public benefit set forth in its articles of incorporation, the secretary of state may revoke the corporation's status as a benefit corporation under this chapter.
Source.
2014, 216:1, eff. Jan. 1, 2015.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-C - Benefit Corporations › Section 293-C:13 - Availability of Annual Benefit Report.

293-C:13 Availability of Annual Benefit Report. –
I. A benefit corporation shall send its annual benefit report to each shareholder on the earlier of:
(a) 120 days following the end of the fiscal year of the benefit corporation; or
(b) The same time that the benefit corporation delivers any other annual report to its shareholders.
II. A benefit corporation shall post all of its benefit reports on the public portion of its Internet website, if any; but the compensation paid to directors and financial or proprietary information included in the benefit reports may be omitted from the benefit reports as posted.
III. If a benefit corporation does not have an Internet website, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to any person that requests a copy, but the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the copy of the benefit report provided.
IV. Concurrently with the delivery of the benefit report to shareholders under paragraph I, the benefit corporation shall deliver a copy of the benefit report to the secretary of state for filing, but the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the benefit report as delivered to the secretary of state. The secretary of state shall charge a fee of $35 for filing a benefit report.
V. If the secretary of state determines that a benefit corporation established pursuant to this chapter fails to make available its annual benefit report pursuant to RSA 293-C:12 and RSA 293-C:13, the secretary of state shall administratively dissolve the corporation in accordance with the procedures in RSA 293-A:14.21.
Source.
2014, 216:1, eff. Jan. 1, 2015.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:1 - Definition; Professional Service; Professional Corporations.

294-A:1 Definition;  Professional Service;  Professional Corporations. –
In this chapter:
I. "Disqualified person" means a natural person, corporation, partnership, fiduciary, trust, association, government agency, or other entity which for any reason is or becomes ineligible under this chapter to own shares issued by a professional corporation.
II. "Domestic professional corporation" means a professional corporation as defined in RSA 294-A:1, V.
III. "Foreign professional corporation" means a corporation for profit organized for the purpose of rendering professional services under a law other than the laws of this state.
IV. "Licensing authority" means the officer, board, agency, court or other authority in this state which has the power to license, register, certificate, or otherwise grant legal authorization to render a professional service.
V. "Professional corporation" means a corporation for profit organized under this chapter.
VI. "Professional service" means any service which may lawfully be rendered only by certified public accountants, public accountants, architects, attorneys, podiatrists, chiropractors, dentists, pharmacists, professional engineers, land surveyors, registered professional nurses, optometrists, physicians and surgeons, physician assistants, psychologists, veterinarians, and all other professionals licensed, registered, certified, or otherwise authorized and permitted to practice independently under the provisions of RSA 309-B, 310-A, 311, 315, 316-A, 317-A, 318, 326-B, 327, 328-D, 329, 329-B, 330-A, or 332-B and which may not lawfully be rendered by a corporation organized under the law of this state applicable to business corporations.
VII. "Qualified person" means a natural person, general partnership, or professional corporation which is eligible under this chapter to own shares issued by a professional corporation.
Source.
1981, 236:1. 1985, 339:10. 1993, 300:2. 1996, 24:1. 2012, 233:9, eff. July 1, 2013.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:2 - Permissible Purposes of Professional Corporations.

294-A:2 Permissible Purposes of Professional Corporations. –
I. Except as provided in RSA 294-A:2, II, professional corporations may be organized under this chapter only for the purpose of rendering professional services, including necessary related services, within a single profession.
II. A professional corporation may be incorporated for the purpose of rendering professional services within 2 or more professions and for any purpose or purposes of this state for which corporations may be organized under the law of this state applicable to business corporations to the extent that the combination of professional purposes or of professional and business purposes is permitted by the licensing laws of this state applicable to such professions and rules adopted under those laws.
Source.
1981, 236:1, eff. Feb. 1, 1982.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:3 - Prohibited Activities.

294-A:3 Prohibited Activities. –
A professional corporation shall not engage in any profession or business other than the profession or professions and businesses permitted by its articles of incorporation, except that a professional corporation may invest its funds in real estate, mortgages, stocks, bonds, or any other type of investment.
Source.
1981, 236:1, eff. Feb. 1, 1982.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:4 - General Powers.

294-A:4 General Powers. –
A professional corporation shall have the powers enumerated in the law of this state applicable to business corporations, except that a professional corporation may be a promoter, general partner, member, associate, or manager only of a partnership, joint venture, trust or other enterprise engaged only in rendering professional services or carrying on business permitted by the articles of incorporation of the corporation.
Source.
1981, 236:1, eff. Feb. 1, 1982.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:5 - Rendering Professional Services.

294-A:5 Rendering Professional Services. –
A professional corporation, domestic or foreign, may render professional services in this state only through those persons permitted to render such services by the appropriate licensing authority. Nothing in this chapter shall be construed:
I. To require that any person who is employed by a professional corporation must be licensed to perform services for which no license is otherwise required;
II. To prohibit the rendering of professional services by a licensed natural person acting in his individual capacity. Any such person may also be a shareholder, director, officer, employee, or agent of a professional corporation, domestic or foreign; or
III. To prohibit the rendering of professional services by a person acting under the supervision or control of a licensed natural person.
Source.
1981, 236:1, eff. Feb. 1, 1982.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:6 - Right of Corporation to Acquire its own Shares.

294-A:6 Right of Corporation to Acquire its own Shares. –
A professional corporation may purchase its own shares from a disqualified person without regard to the availability of capital or surplus for the purchase. However, no purchase of or payment for its own shares shall be made at a time when the corporation is insolvent or when the purchase or payment would make it insolvent.
Source.
1981, 236:1, eff. Feb. 1, 1982.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:8 - Issuance and Transfer of Shares; Share Certificates.

294-A:8 Issuance and Transfer of Shares;  Share Certificates. –
I. A professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to:
(a) Natural persons who are authorized by law in this state, any other state or territory of the United States or the District of Columbia to render a professional service permitted by the articles of incorporation of the corporation;
(b) General partnerships in which all the partners are qualified persons with respect to the professional corporation and in which at least one partner is authorized by law in this state to render a professional service permitted by the articles of incorporation of the corporation; and
(c) Professional corporations, domestic or foreign, authorized by law in this state to render a professional service permitted by the articles of incorporation of the corporation.
II. Where deemed necessary by the licensing authority for any profession in order to prevent violations of the ethical standards of the profession, the licensing authority may by rule further restrict, condition, or abridge the authority of professional corporations to issue shares. No such rule shall, of itself, have the effect of causing a shareholder of a professional corporation at the time the rule becomes effective to become a disqualified person or of suspending the terms of any stock purchase, stock option or other agreement then in force providing for the purchase of shares by any person. All shares issued in violation of this section or in violation of any rule adopted under this section shall be void.
III. A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or option to purchase shares of the corporation only to natural persons, general partnerships and professional corporations qualified under this chapter to hold shares issued directly to them by the professional corporation. Any transfer of shares in violation of this section shall be void; however, nothing contained in this section shall prohibit the transfer of shares of a professional corporation by operation of law or court decree.
IV. Every certificate representing shares of a professional corporation shall state conspicuously upon its face that the shares represented by the certificate are subject to:
(a) Restrictions on transfer imposed by this chapter; and
(b) Any further restrictions on transfer as may be imposed by the licensing authority pursuant to this chapter.
Source.
1981, 236:1, eff. Feb. 1, 1982.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:9 - Death or Disqualification of a Shareholder.

294-A:9 Death or Disqualification of a Shareholder. –
I. Upon the death of a shareholder of a professional corporation, or if a shareholder of a professional corporation becomes a disqualified person, or if shares of a professional corporation are transferred by operation of law or court decree to a disqualified person, the shares of the deceased shareholder or of the disqualified person may be transferred to a qualified person. If not so transferred, the shares shall be purchased or redeemed by the corporation to the extent of funds which may be legally made available for the purchase.
II. If the price for such shares is not fixed by the articles of incorporation, bylaws of the corporation or by private agreement, the corporation, within 6 months after the death or 30 days after the disqualification or transfer, shall make a written offer to pay for the shares at a specified price deemed by the corporation to be the fair value of the shares as of the date of the death, disqualification or transfer. The offer shall be given to the executor or administrator of the estate of a deceased shareholder or to the disqualified shareholder or transferee and shall be accompanied by:
(a) A balance sheet of the corporation, as of the latest available date and not more than 12 months prior to the making of the offer; and
(b) A profit and loss statement of the corporation for the 12 month period ending on the date of the balance sheet.
III. This section shall not be deemed to require the purchase of shares of a disqualified person when the period of the disqualification is for less than 5 months from the date of disqualification or transfer.
Source.
1981, 236:1, eff. Feb. 1, 1982.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:10 - Fair Value of the Shares.

294-A:10 Fair Value of the Shares. –
If within 30 days after the date of the written offer from the corporation the fair value of the shares is agreed upon between the disqualified person and the corporation, payment of the shares shall be made. The payment shall be made within 60 days, or within such other period as the parties may fix by agreement, after the date of the offer, upon surrender of the certificate or certificates representing the shares. Upon payment of the agreed value the disqualified persons shall cease to have any interest in the shares.
Source.
1981, 236:1, eff. Feb. 1, 1982.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:11 - Determination of Value by a Court.

294-A:11 Determination of Value by a Court. –
I. If the disqualified person and the corporation do not agree on a fair value of the shares within 30 days after the written offer from the corporation, the corporation, within 30 days after receipt of written demand from the disqualified person given within 60 days after the date of the corporation's written offer shall, or at its election at any time within the period of 60 days may, file a petition in the superior court for the county in which the registered office of the corporation is located requesting that the fair value of the shares be found and determined.
II. If the corporation fails to institute the proceeding as provided in this section the disqualified person may do so within 60 days after delivery of the written demand to the corporation.
III. The disqualified person, wherever residing, shall be made a party to the proceeding as an action against his shares quasi in rem. A copy of the petition shall be personally served on the disqualified person, if a resident of this state, and shall be served by registered or certified mail on the disqualified person, if a nonresident. Service on nonresidents may also be made by publication, if ordered by the court. The jurisdiction of the court shall be exclusive.
IV. The disqualified person shall be entitled to judgment against the corporation for the amount of the fair value of his shares as of the date of death, disqualification, or transfer upon surrender to the corporation of the certificate or certificates representing the shares. The court may, in its discretion, order that the judgment be paid in installments as the court may determine.
V. The court may, if it so elects, 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 power and authority as specified in the order of their appointment or in an amendment of the order.
Source.
1981, 236:1, eff. Feb. 1, 1982.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:12 - Interest; Costs; Expenses.

294-A:12 Interest;  Costs;  Expenses. –
I. The judgment shall include an allowance for interest at a rate which the court finds to be fair and equitable in all the circumstances, from the date of death, disqualification, or transfer.
II. The costs and expenses of any proceeding under RSA 294-A:11 shall be determined by the court and shall be assessed against the corporation, provided that all or any part of the costs and expenses may be apportioned and assessed, as the court may deem equitable, against the disqualified person if the court finds that the failure of the disqualified person to accept an offer from the corporation was frivolous or unreasonable. The expenses shall include reasonable compensation for and reasonable expenses of the appraisers and may include the fees and expenses of counsel for and experts employed by any party. However, if the fair value of the shares as determined materially exceeds the amount which the corporation offered to pay, or if no offer was made, the court in its discretion may award to the disqualified persons a sum which the court determines to be reasonable compensation to any expert or experts employed by the disqualified person in the proceeding.
Source.
1981, 236:1, eff. Feb. 1, 1982.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:13 - Cancellation of Shares.

294-A:13 Cancellation of Shares. –
If the purchase, redemption, or transfer of the shares of a deceased or disqualified shareholder or of a transferee who is a disqualified person is not completed within 10 months after the death of the deceased shareholder or 5 months after the disqualification or transfer, the corporation shall immediately cancel the shares on its books and the disqualified person shall have no further interest as a shareholder in the corporation other than his right to payment for such shares under RSA 294-A:9-12.
Source.
1981, 236:1, eff. Feb. 1, 1982.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:14 - Shares Acquired by the Corporation.

294-A:14 Shares Acquired by the Corporation. –
Shares acquired by a corporation pursuant to payment of the agreed value under RSA 294-A:10 or to payment of the judgment entered under RSA 294-A:11 may be held and disposed of by the corporation as in the case of other treasury shares.
Source.
1981, 236:1, eff. Feb. 1, 1982.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:15 - Specific Enforcement in Superior Court.

294-A:15 Specific Enforcement in Superior Court. –
Any provision regarding purchase, redemption or transfer of shares of a professional corporation contained in the articles of incorporation, bylaws, or any private agreement shall be specifically enforceable in the superior court.
Source.
1981, 236:1, eff. Feb. 1, 1982.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:16 - Pension Benefits; Deferred Compensation.

294-A:16 Pension Benefits;  Deferred Compensation. –
Nothing contained in this chapter shall prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to or on behalf of a former shareholder as otherwise permitted by law.
Source.
1981, 236:1, eff. Feb. 1, 1982.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:17 - Liability of Shareholders and Employees.

294-A:17 Liability of Shareholders and Employees. –
I. Any reference to a professional corporation in this section shall include both domestic and foreign professional corporations.
II. Every individual who renders professional services as an employee of a professional corporation shall be liable for any negligent or wrongful act or omission in which he personally participates to the same extent as if he rendered the services as a sole practitioner. An employee of a professional corporation shall not be liable for the conduct of other employees unless he is at fault in appointing, supervising, or cooperating with them.
III. Every professional corporation whose employees perform professional services within the scope of their employment or of their apparent authority to act for the corporation shall be liable to the same extent as its employees.
IV. Except as otherwise provided by law, the personal liability of a shareholder of a professional corporation shall be no greater in any respect than that of a shareholder of a corporation organized under the law of this state applicable to business corporations.
Source.
1981, 236:1, eff. Feb. 1, 1982.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:18 - Professional Relationships; Privileged Communications.

294-A:18 Professional Relationships;  Privileged Communications. –
I. The relationship between an individual performing professional services as employee of a professional corporation, domestic or foreign, and a client or patient shall be the same as if the individual performed the services as a sole practitioner.
II. The relationship between a professional corporation, domestic or foreign, performing professional services and the client or patient shall be the same as between the client or patient and the individual performing the services.
III. Any privilege applicable to communications between a person rendering professional services and the person receiving the services recognized under the laws of this state, whether statutory or derived from common law, shall not be affected by reason of incorporation under this chapter. The privilege shall extend to a professional corporation, domestic or foreign, and its employees in all cases in which it shall be applicable to communications between a natural person rendering professional services on behalf of the corporation and the person receiving the services.
Source.
1981, 236:1, eff. Feb. 1, 1982.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:19 - Voting of Shares.

294-A:19 Voting of Shares. –
No proxy for shares of a professional corporation shall be valid unless it is given to a qualified person. A voting trust with respect to shares of a professional corporation shall not be valid unless all the trustees and beneficiaries of the voting trust are qualified persons, except that a voting trust may be validly continued for a period of 10 months after the death of a deceased beneficiary or for a period of 5 months after a beneficiary has become a disqualified person.
Source.
1981, 236:1, eff. Feb. 1, 1982.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:20 - Directors and Officers.

294-A:20 Directors and Officers. –
Except as otherwise provided by the licensing laws of this state and rules adopted under these laws or by any licensing authority in this state, not less than 1/2 of the directors of a professional corporation and all the officers other than the secretary or an assistant secretary and the treasurer or an assistant treasurer shall be qualified persons with respect to the corporation.
Source.
1981, 236:1, eff. Feb. 1, 1982.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:21 - Amendments to Articles of Incorporation.

294-A:21 Amendments to Articles of Incorporation. –
An administrator, executor, guardian, conservator, or receiver of the estate of a shareholder of a professional corporation who holds all of the outstanding shares of the corporation may amend the articles of incorporation by signing a written consent to the amendment. Articles of amendment so adopted shall be executed in duplicate by the corporation by the administrator, executor, guardian, conservator, or receiver and by the secretary or assistant secretary of the corporation, and certified by all of the persons signing the articles, and shall set forth:
I. The name of the corporation;
II. The amendments so adopted;
III. The date of adoption of the amendment by the administrator, executor, guardian, conservator or receiver;
IV. The number of shares outstanding; and
V. The number of shares held by the administrator, executor, guardian, conservator or receiver.
Source.
1981, 236:1, eff. Feb. 1, 1982.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 294-A - Professional Corporations › Section 294-A:22 - Merger and Consolidation.

294-A:22 Merger and Consolidation. –
I. A professional corporation may merge or consolidate with another corporation, domestic or foreign, only if every shareholder of each corporation is qualified to be a shareholder of the surviving or new corporation.
II. Upon the merger or consolidation of a professional corporation, if the surviving or new corporation is to render professional services in this state, it shall comply with this chapter.
Source.
1981, 236:1, eff. Feb. 1, 1982.