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

I. An existing business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain, in addition to the requirements of RSA 293-A:2.02, a statement that the corporation is a benefit corporation. In order to be eff…

If the parties procuring the passage of any act of incorporation, or renewal thereof, shall falsely pretend that the corporation is to carry on its business and have its principal office in this state for the purpose of avoiding the charter fee in whole or in part, the act shall …

I. A contribution of a beneficial owner to the New Hampshire investment trust may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services; provided however, that a person may become a beneficial ow…

(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…

I. A benefit corporation may terminate its status as such and cease to be subject to this chapter by amending its articles of incorporation to delete the provision required by RSA 293-C:3 or RSA 293-C:4, I to be stated in the articles of a benefit corporation. In order to be effe…

I. Except to the extent otherwise provided in the governing instrument of the New Hampshire investment trust, the beneficial owners shall be entitled to the same limitation of personal liability extended to stockholders of business corporations. II. Except to the extent otherwise…

If the charter of a corporation is rendered void by any of the provisions of the 2 preceding sections, the stockholders thereof shall be liable as partners, and no suit against any of said stockholders shall abate by reason of the nonjoinder of others.

(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 corpo…

I. A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under RSA 293-A:7. II. The articles of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of t…

I. A New Hampshire investment trust may sue and be sued, and service of process upon one of the trustees shall be sufficient. In furtherance of the foregoing, a New Hampshire investment trust may be sued for debts and other obligations or liabilities contracted or incurred by the…

(a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in RSA 293-A:6.40(c). (b) If the board of directors does not fix the record date for determining shareh…

It shall be the duty of the attorney general to institute and prosecute to final judgment proceedings to have declared void the charter of any corporation when made so by the provisions of this chapter, and such remedy shall be cumulative.

I. In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board, and individual directors of a benefit corporation: (a) Shall consider the effects of any action or inactio…

I. Except to the extent otherwise provided in the governing instrument of the New Hampshire investment trust, a beneficial owner shall have an undivided beneficial interest in the property of the New Hampshire investment trust or, if applicable, in accordance with the provisions …

(a) The superior court of the county where a corporation's principal office (or, if none in this state, its registered office) is located may appoint one or more persons to be custodians, or, if the corporation is insolvent, to be receivers, of and for a corporation in a proceedi…

I. The board of directors of a benefit corporation that is a publicly traded corporation shall, and the board of any other benefit corporation may, include a director, who: (a) Shall be designated the benefit director; and (b) Shall have, in addition to the powers, duties, rights…

I. Except to the extent otherwise provided in the governing instrument of a New Hampshire investment trust, the business and affairs of a New Hampshire investment trust shall be managed by or under the direction of its trustees. To the extent provided in the governing instrument …

(a) A director's taking advantage, directly or indirectly, of a business opportunity may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, in a proceeding by or in the right of the corporation on the ground that s…

I. Each officer of a benefit corporation shall consider the interests and factors described in RSA 293-C:7 in the manner provided in that section if: (a) The officer has discretion to act with respect to a matter; and (b) It reasonably appears to the officer that the matter may h…

I. Every New Hampshire investment trust shall at all times have at least one trustee which may either be a natural person or a bank, and in the case of a natural person shall be a person who is a resident of this state. As long as this requirement is satisfied, any additional tru…

(a) Unless otherwise provided in a plan of entity conversion of a domestic business corporation, after the plan has been adopted and approved as required by this subdivision, and at any time before the entity conversion has become effective, it may be abandoned by the board of di…

No person or corporation shall keep, or cause to be kept, an office, store, or other place in which is conducted or permitted the pretended buying or selling of stocks, or bonds of a corporation, or petroleum, cotton, grain, provisions, pork, or other produce, either on margins o…

This chapter may be cited as the Uniform Electronic Transactions Act.

No corporation shall increase its capital stock beyond the maximum amount fixed by its charter or otherwise authorized by law, or divide the proceeds of the sale of its stock among its stockholders, or issue certificates of stock when the par value of the shares represented by th…

In this chapter: I. "Disqualified person" means a natural person, corporation, partnership, fiduciary, trust, association, government agency, or other entity which for any reason is or becomes ineligible under this chapter to own shares issued by a professional corporation. II. "…

In this chapter: I. "Commercial litigation financier" means a person in the business of entering into commercial litigation financing agreements or lawyer financing agreements. The term "commercial litigation financier" shall not include a nonprofit organization exempt from feder…

If within 30 days after the date of the written offer from the corporation the fair value of the shares is agreed upon between the disqualified person and the corporation, payment of the shares shall be made. The payment shall be made within 60 days, or within such other period a…

The court shall hear and determine such petition, and may permanently enjoin the person, firm or corporation, shown to have kept such place, or caused it to be kept, from conducting such prohibited business therein.

If a change or error in an electronic record occurs in a transmission between parties to a transaction, the following rules apply: I. If the parties have agreed to use a security procedure to detect changes or errors and one party has conformed to the procedure, but the other par…

If a law requires a signature or record to be notarized, acknowledged, verified, or made under oath, the requirement is satisfied if the electronic signature of the person authorized to perform those acts, together with all other information required to be included by other appli…

The court may, upon petition therefor in such proceeding, issue a temporary injunction to effect the closing of such place against such unlawful business during the pendency of the petition.

I. If the disqualified person and the corporation do not agree on a fair value of the shares within 30 days after the written offer from the corporation, the corporation, within 30 days after receipt of written demand from the disqualified person given within 60 days after the da…

I. The judgment shall include an allowance for interest at a rate which the court finds to be fair and equitable in all the circumstances, from the date of death, disqualification, or transfer. II. The costs and expenses of any proceeding under RSA 294-A:11 shall be determined by…

The cost of such proceedings, in case the state prevails, shall be taxed against the defendant.

I. If a law requires that a record be retained, the requirement is satisfied by retaining an electronic record of the information in the record which: (a) Accurately reflects the information set forth in the record after it was first generated in its final form as an electronic r…

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…

In a proceeding, evidence of a record or signature may not be excluded solely because it is in electronic form.

In an automated transaction, the following rules apply: I. A contract may be formed by the interaction of electronic agents of the parties, even if no individual was aware of or reviewed the electronic agents' actions or the resulting terms and agreements. II. A contract may be f…

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.

I. Unless otherwise agreed between the sender and the recipient, an electronic record is sent when it: (a) Is addressed properly or otherwise directed properly to an information processing system that the recipient has designated or uses for the purpose of receiving electronic re…

I. In this section, "transferable record" means an electronic record that: (a) Would be a note under Article 3 of the Uniform Commercial Code or a document under Article 7 of the Uniform Commercial Code if the electronic record were in writing; and (b) The issuer of the electroni…

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 …

The secretary of state in cooperation with the department of information technology and the department of administrative services may create standards by which a governmental agency may create and retain electronic records and convert written records to electronic records.

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 …