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:14.32 - Receivership or Custodianship.

293-A:14.32 Receivership or Custodianship. –
(a) Unless an election to purchase has been filed under RSA 293-A:14.34, a court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has jurisdiction over the corporation and all of its property wherever located.
(b) The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:
(1) the receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (ii) may sue and defend in his or her own name as receiver of the corporation in all courts of this state;
(2) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.
(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.
(e) The court from time to time during the receivership or custodianship may order compensation paid and expenses paid or reimbursed to the receiver or custodian from the assets of the corporation or proceeds from the sale of the assets.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:14.33 - Decree of Dissolution.

293-A:14.33 Decree of Dissolution. –
(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in RSA 293-A:14.30 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it and at the same time shall mail notice of such decree to the department of revenue administration.
(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with RSA 293-A:14.05 and the notification of claimants in accordance with RSA 293-A:14.06 and RSA 293-A:14.07.
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:15.01 - Authority to Transact Business Required.

293-A:15.01 Authority to Transact Business Required. –
(a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.
(b) The following activities, among others, do not constitute transacting business within the meaning of RSA 293-A:15.01(a):
(1) maintaining, defending, or settling any proceeding;
(2) holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
(8) securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(9) owning, without more, real or personal property;
(10) conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature; or
(11) transacting business in interstate commerce.
(c) The list of activities in RSA 293-A:15.01(b) is not exhaustive.
(d) Nothing in this section shall be construed so as to preclude a determination that a foreign corporation is carrying on business activity within this state within the meaning of RSA 77-A:1, XII.
(e) Any so-called Massachusetts trust or business trust established by law of any other state, desiring to do business in this state, shall be deemed to be a foreign corporation and shall be required to register under and comply with the provisions of this subdivision.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:15.02 - Consequences of Transacting Business Without Authority.

293-A:15.02 Consequences of Transacting Business Without Authority. –
(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
(b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
(c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
(d) A foreign corporation which transacts business in this state without a certificate of authority shall be liable to this state, for the years or parts of any years during which it transacted business in this state without a certificate of authority, in an amount equal to all fees which would have been imposed by this subdivision upon the corporation had it duly applied for and received a certificate of authority to transact business in this state as required by this subdivision and thereafter filed all required reports. The corporation shall also be liable for any penalties imposed by this subdivision for failure to pay such fees. The attorney general shall bring proceedings to recover all amounts due under the provisions of this section.
(e) Notwithstanding RSA 293-A:15.02(a) and (b), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding 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:15.03 - Application for Certificate of Authority.

293-A:15.03 Application for Certificate of Authority. –
(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must set forth:
(1) the name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of RSA 293-A:15.06;
(2) the name of the state or country under whose law it is incorporated;
(3) its date of incorporation and period of duration;
(4) the street address of its principal office;
(5) the address of its registered office in this state and the name of its registered agent at that office;
(6) the names and usual business addresses of its current directors and officers; and
(7) an affirmation that the corporation is in good standing with the agency where its articles of incorporation are filed in its home jurisdiction.
Source.
2013, 142:1, eff. Jan. 1, 2014. 2023, 170:3, eff. Nov. 1, 2023.
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:15.04 - Amended Certificate of Authority.

293-A:15.04 Amended Certificate of Authority. –
(a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the secretary of state if it changes:
(1) its corporate name;
(2) the period of its duration; or
(3) the state or country of its incorporation.
(b) The requirements of RSA 293-A:15.03 for obtaining an original certificate of authority apply to obtaining an amended certificate under 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:15.05 - Effect of Certificate of Authority.

293-A:15.05 Effect of Certificate of Authority. –
(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter.
(b) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this chapter is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.
(c) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation 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:15.06 - Corporate Name of Foreign Corporation.

293-A:15.06 Corporate Name of Foreign Corporation. –
(a) If the corporate name of a foreign corporation does not satisfy the requirements of RSA 293-A:4.01, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state:
(1) may add the word "corporation," "incorporated," or "limited," or the abbreviation "corp.," "inc.," or "ltd." to its corporate name for use in this state; or
(2) may use an available fictitious name to transact business in this state if its real name is unavailable and it delivers to the secretary of state for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.
(3) may use the ending "PBC" if it is part of its true name and the entity is incorporated for a general public benefit.
(b) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of RSA 293-A:4.01, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of subsection (a) and obtains an amended certificate of authority under RSA 293-A:15.04.
Source.
2013, 142:1, eff. Jan. 1, 2014. 2023, 170:5, eff. Nov. 1, 2023.
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:15.07 - Registered Office and Registered Agent of Foreign Corporation.

293-A:15.07 Registered Office and Registered Agent of Foreign Corporation. –
(a) Each foreign corporation authorized to transact business in this state shall 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:15.08 - Change of Registered Office or Registered Agent of Foreign Corporation.

293-A:15.08 Change of Registered Office or Registered Agent of Foreign Corporation. –
(a) A foreign corporation authorized to transact business in this state 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) its name;
(2) the street address of its current registered office;
(3) if the current registered office is to be changed, the street address of its new registered office;
(4) the name of its current registered agent;
(5) if the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent (either on the statement or attached to it) to the appointment; 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 foreign corporation for which the person is the registered agent by notifying the corporation in writing of the change, and signing and delivering to the secretary of state for filing a statement of change that complies with the requirements of RSA 293-A:15.08(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:15.09 - Resignation of Registered Agent of Foreign Corporation.

293-A:15.09 Resignation of Registered Agent of Foreign Corporation. –
(a) The registered agent of a foreign corporation may resign the agency appointment by signing and delivering to the secretary of state for filing the signed original and 2 exact or conformed copies of a statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued.
(b) After filing the statement, the secretary of state shall attach the filing receipt to one copy and mail the copy and receipt to the registered office if not discontinued. The secretary of state shall mail the other copy to the foreign corporation at its principal office address shown in its most recent annual report.
(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:15.10 - Service on Foreign Corporation.

293-A:15.10 Service on Foreign Corporation. –
(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation.
(b) A foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in its most recent annual report if the foreign corporation:
(1) has no registered agent or its registered agent cannot with reasonable diligence be served;
(2) has withdrawn from transacting business in this state under RSA 293-A:15.20; or
(3) has had its certificate of authority revoked under RSA 293-A:15.31.
(c) Service is perfected under RSA 293-A:15.10(b) at the earliest of:
(1) the date the foreign corporation receives the mail;
(2) the date shown on the return receipt, if signed on behalf of the foreign corporation; or
(3) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
(d) This section does not prescribe the only means, or necessarily the required means, of serving a foreign 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:15.20 - Withdrawal of Foreign Corporation.

293-A:15.20 Withdrawal of Foreign Corporation. –
(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state.
(b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application must set forth:
(1) the name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(2) that it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(4) a mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subparagraph (3);
(5) a commitment to notify the secretary of state in the future of any change in its mailing address; and
(6) a statement of withdrawal from the New Hampshire department of revenue administration in accordance with RSA 77-A:18, II and RSA 77-E:12, II.
(c) After the withdrawal of the corporation is effective, service of process on the secretary of state under this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign corporation at the mailing address set forth under RSA 293-A:15.20(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:15.21 - Automatic Withdrawal Upon Certain Conversions.

293-A:15.21 Automatic Withdrawal Upon Certain Conversions. –
A foreign corporation authorized to transact business in this state that converts to any form of domestic filing entity shall be deemed to have withdrawn on the effective date of the conversion.
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:15.22 - Withdrawal Upon Conversion to a Nonfiling Entity.

293-A:15.22 Withdrawal Upon Conversion to a Nonfiling Entity. –
(a) A foreign corporation authorized to transact business in this state that converts to a domestic or foreign nonfiling entity shall apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application must set forth:
(1) the name of the foreign corporation and the name of the state or country under whose law it was incorporated before the conversion;
(2) that it surrenders its authority to transact business in this state as a foreign corporation;
(3) the type of unincorporated entity to which it has been converted and the jurisdiction whose laws govern its internal affairs;
(4) if it has been converted to a foreign unincorporated entity:
(i) that it revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(ii) a mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under paragraph (i); and
(iii) a commitment to notify the secretary of state in the future of any change in its mailing address.
(b) After the withdrawal under this section of a corporation that has converted to a foreign unincorporated entity is effective, service of process on the secretary of state is service on the foreign unincorporated entity. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign unincorporated entity at the mailing address set forth under RSA 293-A:15.22(a)(4).
(c) After the withdrawal under this section of a corporation that has converted to a domestic unincorporated entity is effective, service of process shall be made on the unincorporated entity in accordance with the regular procedures for service of process on the form of unincorporated entity to which the corporation was converted.
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:15.23 - Transfer of Authority.

293-A:15.23 Transfer of Authority. –
(a) A foreign business corporation authorized to transact business in this state that converts to any form of foreign unincorporated entity that is required to obtain a certificate of authority or make a similar type of filing with the secretary of state if it transacts business in this state shall file with the secretary of state an application for transfer of authority signed by any officer or other duly authorized representative. The application shall set forth:
(1) the name of the corporation;
(2) the type of unincorporated entity to which it has been converted and the jurisdiction whose laws govern its internal affairs; and
(3) any other information that would be required in a filing under the laws of this state by an unincorporated entity of the type the corporation has become seeking authority to transact business in this state.
(b) The application for transfer of authority shall be delivered to the secretary of state for filing and shall take effect at the effective time provided in RSA 293-A:1.23.
(c) Upon the effectiveness of the application for transfer of authority, the authority of the corporation under this subdivision to transact business in this state shall be transferred without interruption to the converted entity which shall thereafter hold such authority subject to the provisions of the laws of this state applicable to that type of unincorporated entity.
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:15.30 - Grounds for Revocation.

293-A:15.30 Grounds for Revocation. –
(a) The secretary of state may commence a proceeding under RSA 293-A:15.31 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(1) the foreign corporation does not deliver its annual report to the secretary of state within 60 days after it is due;
(2) the foreign corporation does not pay within 60 days after they are due any fees or penalties imposed by this chapter or other law;
(3) the foreign corporation is without a registered agent or registered office in this state for 60 days or more;
(4) the foreign corporation does not inform the secretary of state under RSA 293-A:15.08 or RSA 293-A:15.09 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within 60 days of the change, resignation, or discontinuance;
(5) a misrepresentation has been made of any material matter in any application, report, affidavit or other document submitted by the corporation or on its behalf, pursuant to this subdivision; or
(6) the secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:15.31 - Procedure for and Effect of Revocation.

293-A:15.31 Procedure for and Effect of Revocation. –
(a) If the secretary of state determines that one or more grounds exist under RSA 293-A:15.30 for revocation of a certificate of authority, the secretary of state shall notify the foreign corporation in writing of such determination and shall mail such notice to the corporation at its principal office listed on the records of the New Hampshire secretary of state.
(b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within 60 days after notification, the secretary of state may revoke the foreign corporation's certificate of authority by issuing a notice of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall mail such notice to the corporation at its principal office listed on the records of the New Hampshire secretary of state.
(c) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
(d) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
(e) A foreign corporation whose certificate of authority has been revoked under this section may apply to the secretary of state for reinstatement by completion of a reinstatement form together with payment of fees in arrears at the time of revocation. Beyond 120 days, a reinstatement shall be accompanied by, in addition to the above, annual fees for the years since the revocation, if the foreign corporation was doing business in this state during those years, and a certificate from the New Hampshire department of revenue administration indicating there are no taxes due to the department.
Source.
2013, 142:1, eff. Jan. 1, 2014. 2017, 183:1, eff. Aug. 28, 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:15.32 - Appeal From Revocation.

293-A:15.32 Appeal From Revocation. –
(a) A foreign corporation may appeal the secretary of state's revocation of its certificate of authority to the superior court for Merrimack county within 30 days after revocation. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the secretary of state's certificate of revocation.
(b) The court may summarily order the secretary of state to reinstate the certificate of authority or may take any 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:16.01 - Corporate Records.

293-A:16.01 Corporate Records. –
(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.
(d) A corporation shall maintain its records in the form of a document, including an electronic record, or in another form capable of conversion into paper form within a reasonable time.
(e) A corporation shall keep a copy of the following records at its principal office:
(1) its articles or restated articles of incorporation, all amendments to them currently in effect, and any notices to shareholders referred to in RSA 293-A:1.20(k)(5) regarding facts on which a filed document is dependent;
(2) its bylaws or restated bylaws and all amendments to them currently in effect;
(3) resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;
(4) the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past 3 years;
(5) all written communications to shareholders generally within the past 3 years, including the financial statements furnished for the past 3 years under RSA 293-A:16.20;
(6) a list of the names and business addresses of its current directors and officers; and
(7) its most recent annual report delivered to the secretary of state under RSA 293-A:16.21.
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:16.03 - Scope of Inspection Right.

293-A:16.03 Scope of Inspection Right. –
(a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder represented.
(b) The right to copy records under RSA 293-A:16.02 includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an electronic transmission if available and so requested by the shareholder.
(c) The corporation may comply at its expense with a shareholder's demand to inspect the record of shareholders under RSA 293-A:16.02(c)(3) by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder's demand.
(d) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production, reproduction or transmission of the records.
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:16.04 - Court-Ordered Inspection.

293-A:16.04 Court-Ordered Inspection. –
(a) If a corporation does not allow a shareholder who complies with RSA 293-A:16.02(a) to inspect and copy any records required by that subsection to be available for inspection, the superior court of the county where the corporation's principal office (or, if none in this state, its registered office) is located or the business and commercial dispute docket of the superior court (which court shall be deemed to have jurisdiction to hear such matter and to which the corporation shall be deemed to have consented) may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.
(b) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with RSA 293-A:16.02(c) and (d) may apply to the superior court in the county where the corporation's principal office (or, if none in this state, its registered office) is located or the business and commercial dispute docket of the superior court (which court shall be deemed to have jurisdiction to hear such matter and to which the corporation shall be deemed to have consented) for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's expenses incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.
(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:16.05 - Inspection of Records by Directors.

293-A:16.05 Inspection of Records by Directors. –
(a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation.
(b) The superior court of the county where the corporation's principal office (or if none in this state, its registered office) is located may order inspection and copying of the books, records and documents at the corporation's expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection on an expedited basis.
(c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's expenses incurred in connection with the application.
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:16.06 - Exception to Notice Requirement.

293-A:16.06 Exception to Notice Requirement. –
(a) Whenever notice would otherwise be required to be given under any provision of this chapter to a shareholder, such notice need not be given if:
(1) Notices to the shareholders of 2 consecutive annual meetings, and all notices of meetings during the period between such 2 consecutive annual meetings, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered; or
(2) All, but not less than 2, payments of dividends on securities during a 12-month period, or 2 consecutive payments of dividends on securities during a period of more than 12 months, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered.
(b) If any such shareholder shall deliver to the corporation a written notice setting forth such shareholder's then-current address, the requirement that notice be given to such shareholder shall be reinstated.
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:16.20 - Financial Statements for Shareholders.

293-A:16.20 Financial Statements for Shareholders. –
(a) A corporation shall deliver to its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.
(b) If the annual financial statements are reported upon by a public accountant, the report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records:
(1) stating such person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
(c) Within 120 days after the close of each fiscal year, the corporation shall send the annual financial statements to each shareholder. Thereafter, on written request from a shareholder to whom the statements were not sent, the corporation shall send the shareholder the latest financial statements. A public corporation may fulfill its responsibilities under this section by delivering the specified financial statements, or otherwise making them available, in any manner permitted by the applicable rules and regulations of the United States Securities Exchange Commission.
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:16.21 - Annual Report for Secretary of State.

293-A:16.21 Annual Report for Secretary of State. –
(a) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the secretary of state for filing an annual report that sets forth:
(1) the name of the corporation and the state or country under whose law it is incorporated;
(2) the address of its registered office and the name of its registered agent at that office in this state;
(3) the address of its principal office;
(4) names and business addresses of its directors and principal officers; and
(5) a brief description of the nature of its business.
(b) Information in the annual report must be current as of January 1 of the year the report is due.
(c) The first annual report must be delivered to the secretary of state between January 1 and April 1 of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was authorized to transact business; provided, however, that a foreign corporation that has received its certificate of authority at any time between December 1 of the preceding year and April 1, or a domestic corporation which has received its certificate of incorporation during the same period shall not be required to file an annual report during that year. Subsequent annual reports must be delivered to the secretary of state between January 1 and April 1 of the following calendar years.
(d) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the secretary of state within 30 days after the effective date of notice, it is deemed to be timely 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:17.01 - Application to Existing Domestic Corporations.

293-A:17.01 Application to Existing Domestic Corporations. –
This chapter applies to all domestic corporations in existence on its effective date that were incorporated under any general statute of this state providing for incorporation of corporations for profit if power to amend or repeal the statute under which the corporation was incorporated was reserved.
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:17.02 - Application to Qualified Foreign Corporations.

293-A:17.02 Application to Qualified Foreign Corporations. –
A foreign corporation authorized to transact business in this state on the effective date of this chapter is subject to this chapter but is not required to obtain a new certificate of authority to transact business under 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:17.03 - Saving Provisions.

293-A:17.03 Saving Provisions. –
(a) Except as provided in RSA 293-A:17.03(b), the repeal of a statute by this chapter does not affect:
(1) the operation of the statute or any action taken under it before its repeal;
(2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(3) any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;
(4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
(c) In the event that any provisions of this chapter are deemed to modify, limit, or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq., the provisions of this chapter shall control to the maximum extent permitted by Section 102(a)(2) of that federal 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:17.04 - Severability.

293-A:17.04 Severability. –
If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of the chapter that can be given effect without the invalid provision or application, and to this end the provisions of the chapter are severable.
Source.
2013, 142:1, eff. Jan. 1, 2014.
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:1 - Purpose.

293-B:1 Purpose. –
The general court finds that the revitalization of the state's economy and the development of business and investment in New Hampshire will be facilitated by making available a broad range of entities for investment enterprises. The statutory recognition of investment trusts, previously recognized only in common law, provides an alternative to conducting investment activity through entities such as corporations and partnerships and will introduce certainty as to treatment of investment trusts under state law, particularly with respect to the rights and duties of their trustees and beneficiaries. It is the intent of the general court to give the constituent members of investment trusts the widest discretion to fashion structures of such entities to meet their investment needs consistent with the provisions of this chapter.
Source.
1991, 67:1, eff. May 9, 1991.
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:3 - Organization; Purposes.

293-B:3 Organization;  Purposes. –
A New Hampshire investment trust may be organized under this chapter for the purpose of carrying on any lawful investment activity within or outside this state, except that nothing contained in this chapter shall preclude a New Hampshire investment trust from engaging in the activities of a trust.
Source.
1991, 67:1, eff. May 9, 1991.