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:1.23 - Effective Time and Date of Document.

293-A:1.23 Effective Time and Date of Document. –
(a) Except as provided in subsections (b) and (c) and RSA 293-A:1.24(c), a document accepted for filing is effective:
(1) At the date and time of filing, as evidenced by such means as the secretary of state may use for the purpose of recording the date and time of filing; or
(2) at the time specified in the document as its effective time on the date it is filed.
(b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the 90th day after the date it is filed.
(c) A document filed electronically shall be effective upon the date and time of acceptance by the secretary of state corporate database and application or as specified pursuant to subparagraph (b).
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:1.24 - Correcting Filed Document.

293-A:1.24 Correcting Filed Document. –
(a) A domestic or foreign corporation may correct a document filed with the secretary of state within one year of filing, if:
(1) the document contains an inaccuracy; or
(2) the document was defectively executed, attested, sealed, verified, or acknowledged.
(b) A document is corrected:
(1) by preparing articles of correction that:
(i) describe the document (including its filing date) or attach a copy of it to the articles; and
(ii) specify the inaccuracy or defect to be corrected; and
(iii) correct the inaccuracy or defect; and
(2) by delivering the articles to the secretary of state for filing.
(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
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:1.25 - Filing Duty of Secretary of State.

293-A:1.25 Filing Duty of Secretary of State. –
(a) If a document delivered to the office of the secretary of state for filing satisfies the requirements of RSA 293-A:1.20, the secretary of state shall file it.
(b) The secretary of state files a document by stamping or otherwise endorsing "Filed", together with his or her name and official title and the date of receipt on the filed document. After filing a document, except as provided in RSA 293-A:5.03 and RSA 293-A:15.09, the secretary of state shall deliver to the domestic or foreign corporation or its representative a copy of the document with an acknowledgement of the date of filing.
(c) If the secretary of state refuses to file a document, it shall be returned to the domestic or foreign corporation or its representative within 30 days after the document was delivered, together with a brief, written explanation of the reason for the refusal.
(d) The secretary of state's duty to file documents under this section is ministerial. The secretary's filing or refusing to file a document does not:
(1) affect the validity or invalidity of the document in whole or part;
(2) relate to the correctness or incorrectness of information contained in the document; or
(3) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
(e) The secretary of state and those acting on his or her behalf shall incur no liability, either personally or on behalf of the state of New Hampshire, as a result of defects or inconsistencies in the documents recorded by them under RSA 292, RSA 293-A, RSA 293-B, RSA 294-A, RSA 301, RSA 301-A, RSA 304-A, RSA 304-B, RSA 304-C, RSA 305-A, or RSA 349 or as a result of negligent acts or omissions in the handling and recording of those documents.
(f) If, at any time, the secretary of state or any of those acting on his or her behalf determines that any document recorded by them under RSA 292, RSA 293-A, RSA 293-B, RSA 294-A, RSA 301, RSA 301-A, RSA 304-A, RSA 304-B, RSA 304-C, RSA 305-A, or RSA 349 contains defects or inconsistencies, the secretary of state shall notify the filer of said document, in writing, of any defects and inconsistencies.
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:1.26 - Appeal From Secretary of State's Refusal to File Document.

293-A:1.26 Appeal From Secretary of State's Refusal to File Document. –
(a) If the secretary of state refuses to file a document delivered for filing, the domestic or foreign corporation may appeal the refusal within 30 days after the return of the document to the superior court of the county where the corporation's principal office (or, if none in this state, its registered office) is or will be located. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of his or her refusal to file.
(b) The court may summarily order the secretary of state to file the document or take other action the court considers appropriate.
(c) 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:1.27 - Evidentiary Effect of Copy of Filed Document.

293-A:1.27 Evidentiary Effect of Copy of Filed Document. –
A certificate from the secretary of state delivered attached or affixed to a copy of a document filed by the secretary of state, bearing his or her signature and the seal of this state (both of which may be in facsimile) is conclusive evidence that the original document is on file with the secretary of state.
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:1.28 - Certificate of Existence.

293-A:1.28 Certificate of Existence. –
(a) Anyone may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.
(b) A certificate of existence or authorization sets forth:
(1) the domestic corporation's corporate name or the foreign corporation's corporate name used in this state;
(2) that:
(i) the domestic corporation is duly incorporated under the law of this state and the date of its incorporation; or
(ii) that the foreign corporation is authorized to transact business in this state;
(3) that all fees, taxes, and penalties owed to this state have been paid, if:
(i) payment is reflected in the records of the secretary of state; and
(ii) nonpayment affects the existence or authorization of the domestic or foreign corporation;
(4) that its most recent annual report has been filed with the secretary of state;
(5) that articles of dissolution have not been filed; and
(6) other facts of record in the office of the secretary of state that may be requested by the applicant.
(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state.
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:1.29 - Penalty for Signing False Document.

293-A:1.29 Penalty for Signing False Document. –
(a) A person commits an offense by signing a document that the person knows is false in any material respect with intent that the document be delivered to the secretary of state for filing.
(b) An offense under this section is a misdemeanor.
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:1.30 - Powers.

293-A:1.30 Powers. –
The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by this chapter.
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:1.35 - Assessment and Collection of Annual Fees.

293-A:1.35 Assessment and Collection of Annual Fees. –
It shall be the duty of the secretary of state to collect all filing fees and penalties imposed by, or assessed in accordance with, this chapter.
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:1.36 - Penalties Imposed.

293-A:1.36 Penalties Imposed. –
Each corporation, domestic or foreign, that fails or refuses to file its annual report or to pay all associated fees related thereto, or both, for any year on or before April 1 shall be subject to an additional fee as set out in RSA 293-A:1.22(a)(17).
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:1.37 - Administration.

293-A:1.37 Administration. –
(a) [Repealed.]
(b) The state treasurer shall pay the expenses of administering this chapter, RSA 382-A:9, and other information technology costs of the secretary of state out of any money in the treasury not otherwise appropriated until the fees collected pursuant to RSA 293-A:1.22(a), RSA 382-A:9, and other information technology services have been received by him or her. Thereafter he or she shall pay the expenses of administering this chapter, RSA 382-A:9, and other information technology costs of the secretary of state out of the fees collected under RSA 293-A:1.22(a) and RSA 382-A:9-525 and shall reimburse the treasury for previous expenses paid by him or her. The governor is authorized to draw his warrant for the sums authorized by this section out of any money in the treasury not otherwise appropriated.
(c) Fees collected by the secretary of state pursuant to RSA 293-A:1.22(e) and RSA 382-A:9-525 shall be deposited in the same manner as fees collected pursuant to RSA 293-A:1.22(a) and shall be available to the secretary of state to administer the provisions of this chapter and RSA 382-A:9 in the same manner as provided in subsection (b) of this section.
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:1.42 - Number of Shareholders.

293-A:1.42 Number of Shareholders. –
(a) For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder:
(1) three or fewer co-owners;
(2) a corporation, partnership, trust, estate, or other entity;
(3) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
(b) For purposes of this chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.
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:1.43 - Qualified Director.

293-A:1.43 Qualified Director. –
(a) A "qualified director" is a director who, at the time action is to be taken under:
(1) RSA 293-A:7.44, does not have (i) a material interest in the outcome of the proceeding, or (ii) a material relationship with a person who has such an interest;
(2) RSA 293-A:8.53 or RSA 293-A:8.55, (i) is not a party to the proceeding, (ii) is not a director as to whom a transaction is a director's conflicting interest transaction or who sought a disclaimer of the corporation's interest in a business opportunity under RSA 293-A:8.70, which transaction or disclaimer is challenged in the proceeding, and (iii) does not have a material relationship with a director described in either clause (i) or clause (ii) of this subsection (a)(2);
(3) RSA 293-A:8.62, is not a director (i) as to whom the transaction is a director's conflicting interest transaction, or (ii) who has a material relationship with another director as to whom the transaction is a director's conflicting interest transaction; or
(4) RSA 293-A:8.70, would be a qualified director under subsection (a)(3) if the business opportunity were a director's conflicting interest transaction.
(b) For purposes of this section:
(1) "material relationship" familial, financial, professional, employment, or other relationship that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken; and
(2) "material interest" means an actual or potential benefit or detriment (other than one which would devolve on the corporation or the shareholders generally) that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken.
(c) The presence of one or more of the following circumstances shall not automatically prevent a director from being a qualified director:
(1) nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter (or by any person that has a material relationship with that director), acting alone or participating with others;
(2) service as a director of another corporation of which a director who is not a qualified director with respect to the matter (or any individual who has a material relationship with that director), is or was also a director; or
(3) with respect to action to be taken under RSA 293-A:7.44, status as a named defendant, as a director against whom action is demanded, or as a director who approved the conduct being challenged.
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:1.44 - Householding.

293-A:1.44 Householding. –
(a) A corporation has delivered written notice or any other report or statement under this chapter, the articles of incorporation or the bylaws to all shareholders who share a common address if:
(1) The corporation delivers one copy of the notice, report, or statement to the common address;
(2) The corporation addresses the notice, report, or statement to those shareholders either as a group or to each of those shareholders individually or to the shareholders in a form to which each of those shareholders has consented; and
(3) Each of those shareholders consents to delivery of a single copy of such notice, report, or statement to the shareholders' common address. Any such consent shall be revocable by any of such shareholders who deliver written notice of revocation to the corporation. If such written notice of revocation is delivered, the corporation shall begin providing individual notices, reports or other statements to the revoking shareholder no later than 30 days after delivery of the written notice of revocation.
(b) Any shareholder who fails to object by written notice to the corporation, within 60 days of written notice by the corporation of its intention to send single copies of notices, reports, or statements to shareholders who share a common address as permitted by subsection (a), shall be deemed to have consented to receiving such single copy at the common address.
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:2.01 - Incorporators.

293-A:2.01 Incorporators. –
One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.
Source.
2013, 142:1. 2015, 273:5, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:2.02 - Articles of Incorporation.

293-A:2.02 Articles of Incorporation. –
(a) The articles of incorporation must set forth:
(1) a corporate name for the corporation that satisfies the requirements of RSA 293-A:4.01;
(2) the number of shares the corporation is authorized to issue;
(3) the street address of the corporation's initial registered office and the name of its initial registered agent at that office; and
(4) the name and address of each incorporator.
(b) The articles of incorporation may set forth:
(1) the names and addresses of the individuals who are to serve as the initial directors;
(2) provisions not inconsistent with law regarding:
(i) the purpose or purposes for which the corporation is organized;
(ii) managing the business and regulating the affairs of the corporation;
(iii) defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;
(iv) a par value for authorized shares or classes of shares;
(v) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;
(3) any provision that under this chapter is required or permitted to be set forth in the bylaws;
(4) a provision eliminating or limiting the liability of a director, an officer, or both, to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director or an officer, except liability for(A) the amount of a financial benefit received by a director or an officer to which the director or officer is not entitled; (B) an intentional infliction of harm on the corporation or the shareholders; (C) a violation of RSA 293-A:8.33; or (D) an intentional violation of criminal law; and
(5) a provision permitting or making obligatory indemnification of a director for liability (as defined in RSA 293-A:8.50(a)(3)) to any person for any action taken, or any failure to take any action, as a director, except liability for (A) receipt of a financial benefit to which the director is not entitled, (B) an intentional infliction of harm on the corporation or its shareholders, (C) a violation of RSA 293-A:8.33, or (D) an intentional violation of criminal law.
(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
(d) Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with RSA 293-A:1.20(j).
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:2.03 - Incorporation.

293-A:2.03 Incorporation. –
(a) Unless an effective time or delayed effective time and date are specified in accordance with RSA 293-A:1.23, the corporate existence begins when the articles of incorporation are filed.
(b) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve 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:2.04 - Liability for Preincorporation Transactions.

293-A:2.04 Liability for Preincorporation Transactions. –
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
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:2.05 - Organization of Corporation.

293-A:2.05 Organization of Corporation. –
(a) After incorporation:
(1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
(2) if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:
(i) to elect directors and complete the organization of the corporation; or
(ii) to elect a board of directors who shall complete the organization of the corporation.
(b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
(c) An organizational meeting may be held in or out of this state.
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:2.06 - Bylaws.

293-A:2.06 Bylaws. –
(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation.
(c) The bylaws may contain one or both of the following provisions:
(1) A requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to such procedures or conditions as are provided in the bylaws, one or more individuals nominated by a shareholder in addition to individuals nominated by the board of directors; and
(2) A requirement that the corporation reimburse the expenses incurred by a shareholder in soliciting proxies or consents in connection with an election of directors, to the extent and subject to such procedures or conditions as are provided in the bylaws, provided that no bylaw so adopted shall apply to elections for which any record date precedes its adoption.
(d) Notwithstanding RSA 293-A:10.20(b)(2), the shareholders in amending, repealing, or adopting a bylaw described in subsection (c) may not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in or to add any procedure or condition to such a bylaw in order to provide for a reasonable, practicable, and orderly process.
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:2.07 - Emergency Bylaws.

293-A:2.07 Emergency Bylaws. –
(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
(1) procedures for calling a meeting of the board of directors;
(2) quorum requirements for the meeting; and
(3) designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the emergency bylaws:
(1) binds the corporation; and
(2) may not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
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:3.01 - Purposes.

293-A:3.01 Purposes. –
(a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.
(b) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute.
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:3.02 - General Powers.

293-A:3.02 General Powers. –
(a) Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation power:
(1) to sue and be sued, complain, and defend in its corporate name;
(2) to have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;
(3) to make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;
(4) to purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
(5) to sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
(6) to purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity;
(7) to make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;
(8) to lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
(9) to be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(10) to conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state;
(11) to elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;
(12) to pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;
(13) to make donations for the public welfare or for charitable, scientific, or educational purposes;
(14) to transact any lawful business that will aid governmental policy; and
(15) to make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs 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:3.03 - Emergency Powers.

293-A:3.03 Emergency Powers. –
(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:
(1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:
(1) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(2) one or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
(1) binds the corporation; and
(2) may not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
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:3.04 - Ultra Vires.

293-A:3.04 Ultra Vires. –
(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged:
(1) in a proceeding by a shareholder against the corporation to enjoin the act;
(2) in a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(3) in a proceeding by the attorney general under RSA 293-A:14.30.
(c) In a shareholder's proceeding under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.
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:3.05 - Trust Powers.

293-A:3.05 Trust Powers. –
(a) A corporation shall have trust powers to the extent that it:
(1) Does not transact business with the general public; or
(2) Is a bank as defined in RSA 383-A:2-201(a)(3) and is authorized to engage in trust business in this state under RSA 383-A, RSA 383-B, RSA 383-C, or RSA 383-D.
(b) Trust powers include the power to act as a trustee or other fiduciary, a trust advisor as defined in RSA 564-B:1-103(27), or a trust protector as defined in RSA 564-B:1-103(28).
(c) For purposes of subsection (a)(1), a corporation does not transact business with the general public to the extent that the corporation:
(1) Qualifies as a family office under 15 U.S.C. section 80b-2(a)(11)(G); or
(2) Offers and provides its services only to persons who would qualify as family clients as defined in RSA 383-D:2-201(b)(5) if the corporation was chartered as a family trust company under RSA 383-D.
(d) For purposes of subsection (c)(2), a corporation may use any reasonable method for:
(1) Identifying a designated relative as defined in RSA 383-D:2-201(b)(2); and
(2) Selecting a method for determining family members as described in RSA 383-D:4-402(b)(2) or (c).
(e) A corporation described in subsection (a)(1) shall be exempt from RSA Title 35 and shall not be subject to the jurisdiction of the New Hampshire bank commissioner.
(f) To the extent that a corporation other than a corporation described in subsection (a)(2) transacts business with the general public, the following shall apply:
(1) Any action by the corporation shall not be void or voidable solely by reason of the corporation transacting business with the general public.
(2) Each of the corporation's directors and officers shall be personally, jointly, and severally liable for all liabilities created by the corporation transacting business with the general public, including any breach of a fiduciary duty to a member of the general public.
(3) A director's or officer's liability under subsection (f)(2) is in addition to any civil or criminal penalties imposed by applicable law.
(g) This section does not restrict the rights and remedies of any person affected by a corporation's exercise of trust powers, including the right to commence a judicial proceeding seeking:
(1) A remedy for a breach of trust under RSA 564-B:10-1001;
(2) Damages for a breach of trust under RSA 564-B:10-1002; or
(3) Damages under RSA 564-B:10-1003.
Source.
2017, 257:32, eff. July 18, 2017.
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:4.02 - Reserved Name.

293-A:4.02 Reserved Name. –
(a) A person may reserve the exclusive use of a corporate name by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for is available, the secretary of state shall reserve the name for the applicant's exclusive use for a nonrenewable 120-day period.
(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a signed notice of the transfer that states the name and address of the transferee.
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:4.03 - Registered Name.

293-A:4.03 Registered Name. –
(a) Any corporation organized and existing under the laws of any state or territory of the United States may register its corporate name under this chapter, provided its corporation name is available as required by RSA 293-A:4.01.
(b) A foreign corporation registers its corporate name, or its corporate name with any addition required by RSA 293-A:15.06, by delivering to the secretary of state for filing an application:
(1) setting forth its corporate name, or its corporate name with any addition required by RSA 293-A:15.06, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and
(2) accompanied by a certificate of good standing (or a document of similar import) from the state or country of incorporation.
(c) The name is registered for the applicant's exclusive use upon the effective date of the application until the close of the calendar year.
(d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application, which complies with the requirements of subsection (b), between October 1 and December 31 of the preceding year. The renewal application when filed renews the registration for the following calendar year.
(e) A foreign corporation whose registration is effective may thereafter qualify the foreign corporation to transact business in New Hampshire under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:5.01 - Registered Office and Registered Agent.

293-A:5.01 Registered Office and Registered Agent. –
(a) Each corporation must continuously maintain in this state:
(1) a registered office that may be the same as any of its places of business; and
(2) a registered agent, who may be:
(i) an individual who resides in this state and whose business office is identical with the registered office;
(ii) a corporation organized or authorized under RSA 292, RSA 293-A, or RSA 294-A whose business office is identical with the registered office;
(iii) a limited liability company formed or authorized under RSA 304-C whose business office is identical with the registered office; or
(iv) a limited liability partnership formed or authorized under RSA 304-A:44 whose business office is identical with the registered office.
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:5.02 - Change of Registered Office or Registered Agent.

293-A:5.02 Change of Registered Office or Registered Agent. –
(a) A corporation may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:
(1) the name of the corporation;
(2) the street address of its current registered office;
(3) if the current registered office is to be changed, the street address of the new registered office;
(4) the name of its current registered agent;
(5) if the current registered agent is to be changed, the name of the new registered agent; and
(6) that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(b) If the street address of a registered agent's business office changes, the agent may change the street address of the registered office of any corporation for which the agent is the registered agent by delivering a signed written notice of the change to the corporation and delivering to the secretary of state for filing a signed statement that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change.
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:5.03 - Resignation of Registered Agent.

293-A:5.03 Resignation of Registered Agent. –
(a) A registered agent may resign the agent's appointment by signing and delivering to the secretary of state for filing the signed original and one exact or conformed copy of a statement of resignation. The statement may include a statement that the registered office is also discontinued.
(b) After filing the statement the secretary of state shall mail the copy to the corporation at its principal office.
(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the 31st day after the date on which the statement was filed.
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:5.04 - Service on Corporation.

293-A:5.04 Service on Corporation. –
(a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.
(b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is perfected under this subsection at the earliest of:
(1) the date the corporation receives the mail;
(2) the date shown on the return receipt, if signed on behalf of the corporation; or
(3) five days after its deposit in the U.S. Mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
(c) This section does not prescribe the only means, or necessarily the required means of serving a 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:6.01 - Authorized Shares.

293-A:6.01 Authorized Shares. –
(a) The articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class or series and must describe, prior to the issuance of shares of a class or series, the terms, including the preferences, rights, and limitations, of that class or series. Except to the extent varied as permitted by this section, all shares of a class or series must have terms, including preferences, rights, and limitations that are identical with those of other shares of the same class or series.
(b) The articles of incorporation must authorize:
(1) one or more classes or series of shares that together have unlimited voting rights, and
(2) one or more classes or series of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.
(c) The articles of incorporation may authorize one or more classes or series of shares that:
(1) have special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this chapter;
(2) are redeemable or convertible as specified in the articles of incorporation:
(i) at the option of the corporation, the shareholder, or another person or upon the occurrence of a specified event;
(ii) for cash, indebtedness, securities, or other property; and
(iii) at prices and in amounts specified, or determined in accordance with a formula;
(3) entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or
(4) have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.
(d) Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with RSA 293-A:1.20(j).
(e) Any of the terms of shares may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation.
(f) The description of the preferences, rights and limitations of classes or series of shares in RSA 293-A:6.01(c) is not exhaustive.
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:6.02 - Terms of Class or Series Determined by Board of Directors.

293-A:6.02 Terms of Class or Series Determined by Board of Directors. –
(a) If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to:
(1) classify any authorized and unissued shares into one or more classes or into one or more series within a class,
(2) reclassify any authorized and unissued shares of any class into one or more classes or into one or more series within one or more classes, or
(3) reclassify any authorized and unissued shares of any series of any class into one or more classes or into one or more series within a class.
(b) If the board of directors acts pursuant to subsection (a), it must determine the terms, including the preferences, rights and limitations, to the same extent permitted under RSA 293-A:6.01, of:
(1) any class of shares before the issuance of any shares of that class, or
(2) any series within a class before the issuance of any shares of that series.
(c) Before issuing any shares of a class or series created under this section, the corporation must deliver to the secretary of state for filing articles of amendment setting forth the terms determined under RSA 293-A:6.02(a).
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:6.03 - Issued and Outstanding Shares.

293-A:6.03 Issued and Outstanding Shares. –
(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled.
(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of RSA 293-A:6.03(c) and RSA 293-A:6.40.
(c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
Source.
2013, 142:1, eff. Jan. 1, 2014.