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

In this chapter: I. "Agreement" means the bargain of the parties in fact, as found in their language or inferred from other circumstances and from rules, regulations, and procedures given the effect of agreements under laws otherwise applicable to a particular transaction. II. "A…

Any of its directors or other officers or agents who shall take part in any such unauthorized increase or disposition of its capital stock, or in the distribution of the proceeds thereof, or in the issue of certificates of stock when not authorized by law, shall be severally guil…

Whenever stocks or bonds are in any manner quoted in such places, or the terms "corporations," "association," or "company," or any abbreviation thereof, are used therein and therewith, it shall be prima facie evidence that such stocks or bonds are the stocks or bonds of then goin…

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…

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provision…

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.

This chapter shall apply to any commercial litigation financing agreement that is effectuated on or after the effective date of this chapter.

I. Except as otherwise provided in paragraph II, this chapter applies to electronic records and electronic signatures relating to a transaction. II. This chapter does not apply to a transaction to the extent it is governed by: (a) A law governing the creation and execution of wil…

No officer, agent, or servant of a corporation, or any other person, shall knowingly, falsely, and fraudulently issue a certificate for any stock of the corporation, or shall fraudulently sign any such certificate in blank or otherwise with the intent that it shall be so issued b…

Whenever such securities or commodities are not actually received when purchased, or actually delivered when sold, it shall be prima facie evidence that such property was sold or purchased without any intention of receiving it or paying for or delivering it, that it was bought or…

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.

This chapter applies to any electronic record or electronic signature created, generated, sent, communicated, received, or stored on or after the effective date of this chapter.

No officer, agent, or servant of a corporation whose duty it is to keep a record of the certificates of stock issued by the corporation, and of the stockholders in the corporation, shall fraudulently omit to make and keep a true record of any certificate issued or transfer made, …

A person or corporation, whether acting individually or for another person, or as a member, officer, agent or employee of a corporation, who violates any of the foregoing provisions of this chapter, shall be, if a natural person guilty of a misdemeanor, and any other person shall…

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 …

I. This chapter does not require a record or signature to be created, generated, sent, communicated, received, stored, or otherwise processed or used by electronic means or in electronic form. II. This chapter applies only to transactions between parties each of which has agreed …

No officer, agent, or servant of a corporation shall fraudulently make any false entry or record in any book of the corporation, with intent to defraud, which is not prohibited by RSA 294-C:4.

The continuance of such establishment after a first conviction shall be deemed a second offense.

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…

This chapter shall be construed and applied to: I. Facilitate electronic transactions consistent with other applicable law. II. Be consistent with reasonable practices concerning electronic transactions and with the continued expansion of those practices. III. Effectuate its gene…

If any officer, agent, or servant of a corporation shall violate any provision of this chapter or shall wilfully or fraudulently violate any provision of law for the government of corporations, their officers, agents, and servants, for which other punishment is not specially pres…

The offense shall be complete as against a person or corporation pretending or offering to sell or to buy, as provided herein, whether the offer to sell or buy is accepted or not; and a person or corporation communicating, receiving, exhibiting or displaying in any manner such of…

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…

I. A record or signature may not be denied legal effect or enforceability solely because it is in electronic form. II. A contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation. III. If a law requires a record to be …

A person or corporation doing business as a commission merchant or broker shall furnish, on demand, to any customer or principal for whom such person or corporation has executed an order for the actual purchase or sale of any of the commodities mentioned in the preceding sections…

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. If parties have agreed to conduct a transaction by electronic means and a law requires a person to provide, send, or deliver information in writing to another person, the requirement is satisfied if the information is provided, sent, or delivered, as the case may be, in an ele…

A refusal promptly to furnish such statement upon reasonable demand shall be prima facie evidence that such property was not bought or sold in a legitimate manner.

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…

I. An electronic record or electronic signature is attributable to a person if it was the act of the person. The act of the person may be shown in any manner, including a showing of the efficacy of any security procedure applied to determine the person to which the electronic rec…

When a prosecution is commenced for the violation of any of the provisions of this chapter the attorney-general or county attorney may petition the superior court to enjoin the carrying on of such unlawful business in the place where a complaint, information, or indictment charge…

The provisions of this chapter do not apply to public municipal corporations, such as towns and cities. They do not apply to corporations organized under or adopting the provisions of RSA 294 and 301, excepting the provisions of RSA 295:10 and 11, and also RSA 297.

Officers of private corporations, when required to furnish copies or certificates or to examine records, shall be entitled to the same fees as registers of deeds.

The legislature may at any time alter, amend or repeal the charter of any corporation, or the law under which it was established, or may modify or amend any of its franchises, duties or liabilities; but the remedy against the corporation, its members or officers, for any liabilit…