Title XXVII, Corporations, Associations, and Proprietors of Common Lands

If the purchase, redemption, or transfer of the shares of a deceased or disqualified shareholder or of a transferee who is a disqualified person is not completed within 10 months after the death of the deceased shareholder or 5 months after the disqualification or transfer, the c…

Shares acquired by a corporation pursuant to payment of the agreed value under RSA 294-A:10 or to payment of the judgment entered under RSA 294-A:11 may be held and disposed of by the corporation as in the case of other treasury shares.

Any provision regarding purchase, redemption or transfer of shares of a professional corporation contained in the articles of incorporation, bylaws, or any private agreement shall be specifically enforceable in the superior court.

Nothing contained in this chapter shall prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to or on behalf of a former shareholder as otherwise permitted by law.

I. Any reference to a professional corporation in this section shall include both domestic and foreign professional corporations. II. Every individual who renders professional services as an employee of a professional corporation shall be liable for any negligent or wrongful act …

I. The relationship between an individual performing professional services as employee of a professional corporation, domestic or foreign, and a client or patient shall be the same as if the individual performed the services as a sole practitioner. II. The relationship between a …

No proxy for shares of a professional corporation shall be valid unless it is given to a qualified person. A voting trust with respect to shares of a professional corporation shall not be valid unless all the trustees and beneficiaries of the voting trust are qualified persons, e…

I. Except as provided in RSA 294-A:2, II, professional corporations may be organized under this chapter only for the purpose of rendering professional services, including necessary related services, within a single profession. II. A professional corporation may be incorporated fo…

Except as otherwise provided by the licensing laws of this state and rules adopted under these laws or by any licensing authority in this state, not less than 1/2 of the directors of a professional corporation and all the officers other than the secretary or an assistant secretar…

An administrator, executor, guardian, conservator, or receiver of the estate of a shareholder of a professional corporation who holds all of the outstanding shares of the corporation may amend the articles of incorporation by signing a written consent to the amendment. Articles o…

I. A professional corporation may merge or consolidate with another corporation, domestic or foreign, only if every shareholder of each corporation is qualified to be a shareholder of the surviving or new corporation. II. Upon the merger or consolidation of a professional corpora…

If a professional corporation ceases to render professional services, it shall, within a reasonable period of time, either dissolve and liquidate or amend its articles of incorporation to delete from its stated purposes the rendering of professional services and to conform to the…

The secretary of state may administratively dissolve a corporation under RSA 293-A:14.21 if: I. The corporation for 2 consecutive years does not pay within 60 days after they are due any franchise fees or penalties imposed by this chapter or other law; II. The corporation for 2 c…

I. A foreign professional corporation shall be entitled to procure a certificate of authority to transact business in this state only if: (a) The name of the corporation meets the requirements of this chapter; (b) The corporation is organized only for purposes for which a profess…

Application for a certificate of authority by a foreign professional corporation shall be to the secretary of state. The application for the purpose of rendering professional services shall include a statement that all the shareholders and those of its directors and officers as a…

The certificate of authority of a foreign professional corporation may be revoked pursuant to RSA 293-A:14.21 by the secretary of state if the corporation fails to comply with any provision of this chapter applicable to it.

I. The annual report of each domestic professional corporation, and each foreign professional corporation authorized to transact business in this state, filed with the secretary of state under the law in this state applicable to business corporations shall include a statement tha…

The law of this state applicable to business corporations shall apply to professional corporations, domestic and foreign, except to the extent that the business corporation law is inconsistent with this chapter.

A professional corporation shall not engage in any profession or business other than the profession or professions and businesses permitted by its articles of incorporation, except that a professional corporation may invest its funds in real estate, mortgages, stocks, bonds, or a…

This chapter shall apply to all existing associations or corporations organized under the law of this state which is superseded by this chapter. Every such existing professional association or corporation which shall be required to amend its corporate name or purposes to comply w…

The fact that any preexisting law is superceded by this chapter shall not affect any right accrued or established, or any liability or penalty incurred, under the provisions of preexisting law.

A professional corporation shall have the powers enumerated in the law of this state applicable to business corporations, except that a professional corporation may be a promoter, general partner, member, associate, or manager only of a partnership, joint venture, trust or other …

A professional corporation, domestic or foreign, may render professional services in this state only through those persons permitted to render such services by the appropriate licensing authority. Nothing in this chapter shall be construed: I. To require that any person who is em…

A professional corporation may purchase its own shares from a disqualified person without regard to the availability of capital or surplus for the purchase. However, no purchase of or payment for its own shares shall be made at a time when the corporation is insolvent or when the…

The name of a domestic professional corporation or of a foreign professional corporation authorized to transact business in this state: I. Shall end with one of the following words or abbreviations: "professional corporation," "professional association," "Prof. Corp." "Prof. Ass'…

I. A professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to: (a) Natural persons who are authorized by law in this state, any other state or territory of the United States or the District of Columbia to render a professional…

I. Upon the death of a shareholder of a professional corporation, or if a shareholder of a professional corporation becomes a disqualified person, or if shares of a professional corporation are transferred by operation of law or court decree to a disqualified person, the shares o…