Title LVI, Probate Courts and Decedents' Estates

(a) A court may modify a foundation's certificate of formation or its bylaws if: (1) All of the foundation officials consent to the modification; (2) All of the beneficiaries consent to the modification; (3) To the extent that the foundation is a charitable trust, the director of…

(a) A court may reform a foundation's certificate of formation or its bylaws for purposes of conforming the certificate of formation or the bylaws to the founder's intent if: (1) Whether in the expression or inducement, the foundation's certificate of formation or its bylaws were…

(a) To the extent that a foundation is a charitable trust and one of its charitable purposes becomes impossible, impracticable, illegal, obsolete, ineffective, or prejudicial to the public interest to achieve, a court may apply cy pres for the following purposes: (1) Modifying th…

(a) For purposes of remedying a breach of duty that has occurred or may occur, the court may: (1) Compel a foundation official to perform the foundation official's duties; (2) Enjoin a foundation official from committing a breach of duty; (3) Compel a foundation official to redre…

(a) A foundation official who commits a breach of duty is liable to the affected beneficiaries for the greater of: (1) The amount required to restore the value of the foundation's property and distributions to what they would have been had the breach of duty not occurred; or (2) …

(a) Even absent a breach of duty, a foundation official is accountable to an affected beneficiary for any profit made by the foundation official arising from the foundation's administration. (b) Absent a breach of duty, a foundation official is not liable to a beneficiary for a l…

In a judicial proceeding involving a foundation's administration, the court may award costs and expenses as justice and equity may require, including reasonable attorney's fees, to any party, to be paid by another party or from the foundation that is the subject of the controvers…

(a) A judicial proceeding against a foundation official for breach of duty may be commenced only within the earliest of: (1) In the case of a claim by a beneficiary, one year after the beneficiary was sent a report that adequately disclosed the existence of a potential claim for …

A foundation official who acts in reasonable reliance on the foundation's governing documents is not liable to any person for a breach of duty to the extent that the breach of duty resulted from that reliance.

(a) If the happening of an event affects the foundation's administration or a distribution from the foundation, then a foundation official who has exercised reasonable care to ascertain the happening of the event is not liable for a loss resulting from the foundation official's l…

(a) Subject to subsection (b), a provision of the governing documents relieving a foundation official of liability for breach of duty is enforceable except to the extent that the provision relieves the foundation official of liability for a breach of duty for: (1) Failing to act …

(a) Subject to subsection (b), a foundation official is not liable to a beneficiary for breach of duty if the beneficiary: (1) Consented to the conduct constituting the breach of duty; (2) Released the foundation official from liability for the breach of duty; or (3) Ratified the…

(a) Subject to subsections (f) and (g), one or more foundations may merge with one or more foundations by filing with the secretary of state a certificate of merger. (b) Subject to subsections (f) and (g), one or more foundations and one or more foreign foundations may merge into…

(a) A merger under RSA 564-F:19-1901 has the following effects: (1) Each foundation and foreign foundation that is a party to the merger shall be merged into a single foundation, which shall be the foundation designated as the surviving foundation in the certificate of merger; (2…

For purposes of this chapter, the following definitions shall apply: (a) "Beneficiary" means a person: (1) To whom the foundation may distribute foundation property; and (2) The person is: (A) Identified by name in the foundation's governing documents; or (B) Ascertainable from t…

(a) In interpreting or construing this chapter or a provision of a governing document, the power or obligation to distribute, appoint, or direct the distribution of property to a person includes the power to distribute, appoint, or direct the distribution of the property for the …

(a) If the foundation has not received its initial capital contribution, then the following persons may dissolve a foundation by filing with the secretary of state a certificate of dissolution: (1) A majority of the organizers; or (2) A majority of the initial directors. (b) The …

(a) Except as otherwise provided in the governing documents, a founder may dissolve a foundation by filing with the secretary of state a certificate of dissolution. (b) The certificate of dissolution shall set forth: (1) The foundation's name; (2) The date on which the dissolutio…

(a) Except as otherwise provided in the governing documents, the board of directors may dissolve a foundation by filing with the secretary of state a certificate of dissolution. (b) The certificate of dissolution shall set forth: (1) The foundation's name; (2) The date on which t…

(a) A foundation may revoke the dissolution by filing with the secretary of state a certificate of revocation of dissolution. (b) The certificate of revocation of dissolution shall set forth: (1) The foundation's name; (2) The date on which the revocation of the dissolution was a…

(a) A dissolved foundation continues its existence as a legal entity but may not engage in any activities except to the extent necessary or appropriate to wind up its affairs, including: (1) Collecting its property; (2) Disposing of its property that will not be distributed in ki…

(a) A dissolved foundation may dispose of a known claimant's claim against the dissolved foundation by delivering to the claimant a written notice of the dissolution at any time after the dissolution's effective date. (b) The notice of dissolution shall set forth: (1) A descripti…

(a) A dissolved foundation may publish notice of its dissolution and request that persons with claims against the dissolved foundation present them in accordance with the notice. (b) The notice shall be published one time in a newspaper of general circulation in: (1) The county i…

(a) A director of a dissolved foundation shall have the following duties: (1) A duty to cause the dissolved foundation to discharge its liabilities or make reasonable provision for discharging its liabilities; and (2) A duty to cause the dissolved foundation to distribute its rem…

(a) The secretary of state may administratively dissolve a foundation if: (1) For 2 consecutive years, the foundation does not pay the annual fee or any penalty imposed by this chapter or other law within 60 days after the fee or penalty is due; (2) For 2 consecutive years, the f…

(a) A foundation that is administratively dissolved continues its existence as a legal entity but may not engage in any activities except to the extent necessary or appropriate to wind up its affairs in accordance with RSA 564-F:20-2005 to RSA 564-F:20-2008. (b) A foundation's ad…

(a) For a period of three years after the effective date of its dissolution, a foundation that has been administratively dissolved under RSA 564-F:20-2009 may apply to the secretary of state for reinstatement. (b) The application for reinstatement shall include: (1) The foundatio…

(a) If the secretary of state denies a foundation's application for reinstatement following administrative dissolution, then the secretary of state shall send to the foundation written notice of denial. (b) The notice of denial shall set forth each of the secretary of state's rea…

(a) A court may dissolve a foundation if: (1) The foundation procured its certificate of formation through fraud, duress, or undue influence; (2) The foundation's purposes are not lawful or are contrary to the public policy of this state; (3) The foundation has exceeded or abused…

(a) A foreign foundation shall not engage in any registrable activity in this state until it registers with the secretary of state. (b) A registrable activity includes any activity that, if conducted by a foreign corporation, would constitute the corporation's transacting busines…

(a) A foreign foundation may register with the secretary of state by filing with the secretary of state a certificate of registration. (b) The certificate of registration shall set forth: (1) The foreign foundation's name or, if its name is unavailable for use in this state, a na…

(a) Subject to subsection (c), a foreign foundation may amend its certificate of registration by filing an amended certificate of registration with the secretary of state. (b) An amended certificate of registration shall set forth: (1) The foreign foundation's name or, if its nam…

(a) A foreign foundation may restate its certificate of formation by filing with the secretary of state a restated certificate of registration. (b) The restated certificate of registration shall set forth: (1) The foundation's name; and (2) The restatement of the certificate of r…

(a) Subject to RSA 564-F:21-2116, a foreign foundation's registration under RSA 564-F:21-2102 authorizes the foreign foundation to engage in any registrable activity in this state. (b) A registered foreign foundation: (1) Has the same rights and privileges as a domestic foundatio…

(a) A foreign foundation engaging in a registrable activity in this state may not maintain any judicial proceeding in this state until it has registered and has paid all fees for the period during which it engaged in registrable activities in this state while unregistered. (b) A …

(a) Each foreign foundation shall continuously maintain a registered agent in this state. (b) A registered agent may be any of the persons described in RSA 564-F:5-501(b).

(a) Each foreign foundation shall continuously maintain in this state a registered office. (b) A foreign foundation's registered office may be the same as any of its offices in this state.

(a) A foreign foundation may change its registered agent by filing with the secretary of state a notice of change of registered agent. (b) The notice of change of registered agent shall set forth the information described in RSA 564-F:5-504(b). (c) For purposes of subsection (b),…

(a) A foreign foundation's registered agent may resign as registered agent by filing with the secretary of state a notice of resignation. (b) The notice of resignation may include a statement that the foreign foundation's registered office in this state is discontinued. (c) The s…

If a registered agent changes its address to another place in this state, then the registered agent may change the address of the registered office of any foreign foundation for which it is a registered agent by filing a statement in accordance with RSA 564-F:5-504.

(a) A foreign foundation may change its registered office by filing with the secretary of state a notice of change of registered office. (b) The notice of change of registered office shall set forth the information described in RSA 564-F:5-505(b). (c) For purposes of subsection (…

(a) A foreign foundation's registered agent is the foundation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign foundation. (b) A foreign foundation may be served by registered mail or certified mail, return receipt request…

(a) A registered foreign foundation may cancel its registration by filing with the secretary of state a certificate of cancellation. (b) The certificate of cancellation shall set forth: (1) The foreign foundation's name; (2) The name of the jurisdiction in which the foundation is…

Upon merging into a foundation, a foreign foundation's registration automatically is cancelled effective upon the filing of the certificate of merger.

(a) The secretary of state may administratively cancel a foreign foundation's registration if: (1) For 2 consecutive years, the foreign foundation does not pay the annual fee, late filing fee, or any penalty imposed by this chapter or other law within 60 days after the fee or pen…

(a) A foreign foundation's authority to engage in registrable activities in this state shall cease on the effective date of the administrative cancellation of the foreign foundation's registration. (b) The administrative cancellation of a foreign foundation's registration shall n…