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

They may make contracts necessary and proper for the transaction of their authorized business, and no other. They shall be capable of binding themselves as sureties or guarantors for others, to the extent that such suretyship or guarantee may be necessary and proper for the trans…

They may purchase, hold and convey real and personal estate necessary and proper for the due transaction of their authorized business, not exceeding the amount authorized by their charter or by statute, and no other.

Every such corporation may incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations and refund the same and secure any of its obligations by mortgage or pledge of all or any of its property, franchise…

Every such corporation may make or enter into lease agreements, either as lessee or lessor, to carry out any of its corporate purposes.

They may take mortgages or pledges or make attachments of any property to secure the payment of debts due to them, and may perfect a title thereto by proper legal proceedings; but they shall sell or dispose of any property so obtained, which they are not authorized to hold, withi…

A corporation, at any legal meeting, may alter the time of holding its annual meeting.

The rights, powers and duties set forth in this chapter shall be incident to all corporations having for their object a dividend of profits, hereinafter incorporated, or whose charters are by law subject to be altered, amended or repealed, excepting savings banks, building and lo…

No corporation shall sell or dispose of any of the shares of its capital stock at a price less than the par value thereof, except in sales of shares at auction for non-payment of assessments.

Every stockholder shall be entitled to a certificate or certificates signed by the treasurer or cashier and such other officers of the corporation as the bylaws may prescribe, stating his ownership of the shares belonging to him; but no certificate shall be issued until the par v…

Every stockholder of a corporation shall inform the treasurer, cashier or other officer authorized to issue stock certificates, of the place of his residence, and of every change therein, forthwith after the change is made.

The treasurer, cashier or other officer authorized to issue stock certificates of a corporation, shall keep in his office, in books provided for the purpose, a true record of the names and residences of all stockholders of the corporation, of all changes in their residences of wh…

No corporation shall make any bylaw to restrain the free sale of shares of its stock; every such bylaw shall be void.

Any corporation now existing, or which may hereafter be established under the laws of this state, which has a capital stock and has among its objects a division of profits among its stockholders, may capitalize its undivided surplus profits by issuing to its stockholders certific…

For this surplus the corporation may increase its capital stock within the limits provided by law; but no stock representing undivided surplus profits shall be authorized to be issued at less than par, nor until a certified copy of the vote authorizing the same, and a certificate…

The certificate aforesaid shall be under oath and signed by the treasurer and a majority of the directors, and shall state the number of shares and the par value thereof issued to represent surplus profits, and that said stock represents cash or property at a fair valuation owned…

The provisions of this subdivision shall not apply to railroad corporations and public utilities subject to the jurisdiction of the public service commission.

A corporation at its first meeting, or at a meeting called for the purpose, may make assessments upon the shares of its stock, not exceeding in the whole the amount at which the shares were originally limited; or such assessments may be made by the directors of the corporation; a…

Every such corporation shall be organized within 3 years from the passage of its act of incorporation; otherwise the act shall become void.

If an owner of shares, being present, either in person or by proxy, at the meeting when any assessment is voted, or being notified thereof by the treasurer or cashier by letter, shall neglect to pay the sum so assessed on his shares for 30 days after the time appointed for the pa…

The treasurer or cashier shall give notice of the time and place appointed for such sale, and of the sum due on each share, by publishing such notice in some newspaper printed in the vicinity where the corporation is established; and a deed of the shares made by the treasurer or …

Every stockholder in a corporation, except those whose charters or articles of agreement otherwise provide, may give one vote at any meeting thereof for every share of stock owned by such stockholder.

No person claiming to be a stockholder in his own right shall vote as such until he shall make oath, if required by any stockholder at such meeting, before a justice of the peace, that he is the absolute and bona fide owner of the shares claimed by him.

No person shall vote on any shares until all assessments which have been ordered and have become due and payable thereon have been fully paid.

A person holding stock in a corporation as executor, administrator, guardian or trustee, and a person who has pledged his stock as collateral security, may vote thereon as a stockholder, upon producing, if his right is contested, evidence of his title satisfactory to the presidin…

Any person, being authorized by a writing under the hand of one or more stockholders entitled to vote at any meeting of stockholders, such writing being filed with the clerk or cashier, may vote as proxy in the right of such stockholder or stockholders.

No proxy shall confer the right to vote at more than one meeting, which shall be named therein.

If any person shall fraudulently vote upon any share of which he is not the bona fide and absolute owner, except in the cases before provided for, or shall fraudulently procure or receive the transfer of a share for the purpose of voting thereon, he shall be guilty of a misdemean…

The officers and stockholders of corporations whose object is a dividend of profits, except banks, building and loan associations, and corporations organized under or adopting the provisions of RSA 294, shall be individually liable for the debts and contracts of the corporation, …

The directors, to be chosen annually by the stockholders, shall not be less than 3, unless otherwise authorized by the charter, and one of them at least shall be an actual resident of this state, if the corporation has any stockholders residing in the state. They shall hold offic…

Every stockholder, except stockholders in railroads, and as provided in RSA 369:16, shall be liable for all debts and contracts of the corporation until the whole amount of the capital fixed and limited by the corporation, or in the event that the corporation has voted to issue s…

No note or obligation given by a stockholder, whether secured by pledge or otherwise, shall be considered as payment for any part of the capital stock.

Stockholders in railroads shall be liable only to the amount of the par value of their stock therein and not otherwise.

The treasurer of every railroad corporation and the clerk of every other dividend paying corporation, except banks, until its capital stock is fully paid in and a certificate thereof filed and recorded, shall annually, on or before March first, cause to be filed and recorded, in …

If any such treasurer or clerk shall neglect to make such return he shall be guilty of a violation.

If any treasurer or clerk of the corporation shall wilfully omit or refuse to return the list, or to deliver to any stockholder such certificate, with intent to delay or defraud any stockholder or creditor of the corporation, he shall be guilty of a class B felony.

Any person whose name shall be returned on the list shall be deemed a stockholder in the corporation until he shall cause to be filed and recorded by the town clerk a certificate of the transfer of all his stock, the time of such transfer and the names and places of residence of …

The directors and treasurer of every corporation, whose object is a dividend of profits, within 30 days after the whole amount of the capital stock fixed and limited by the corporation shall have been paid in, shall make and subscribe a certificate, under oath, of that fact and c…

If they neglect so to do they shall be liable for all the debts of the corporation contracted after the expiration of said 30 days and before such certificate shall be so made and recorded.

If any such corporation has no place of business in this state all certificates and other papers required by law to be filed or recorded in the town clerk's office shall be so filed or recorded in the office of the secretary of state.

If the amount of the capital stock of a corporation is not fixed by its charter it shall be fixed and limited by the corporation at its first meeting, and also the number and par value of the shares thereof; but the par value of the shares shall in no case be fixed below $25.

If any certificate, return or notice made or given in pursuance of the provisions of this subdivision shall be false in any material representation, all the officers who signed the same, knowing it to be so or without due inquiry, shall be individually liable for all the debts of…

No person holding stock as executor, administrator, guardian or trustee, and no person holding stock as collateral security, shall be thereby personally subject to any liabilities as a stockholder; but the person pledging the stock shall be so liable, and the estate and funds in …

Any stockholder who has voluntarily paid a debt or liability of a corporation, after demand for payment thereof, which he was legally holden to pay, may have contribution by a bill in equity against the other stockholders for such sum as he ought equitably to recover; but no dire…

Any officer of a corporation, who shall have paid a debt or liability of the corporation for which he is made liable by the provisions of this subdivision, may recover the amount so paid in a bill against the corporation; but he shall have no claim against the stockholders indivi…

Any corporation now existing, or which may hereafter be established under the laws of this state, which has a capital stock and has among its objects a division of profits among its stockholders, may vote to issue shares of its capital stock to an amount not less than 50 percent …

If any such corporation shall so vote, it shall thereupon cause to be filed in the office of the clerk of the town in which its principal place of business is located, and in the office of the secretary of state, a certified copy of the vote and a certificate under oath, signed b…