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

I. When any institution of higher learning ceases the regular conduct of instruction, 2 certified transcripts and an electronic copy of the same for each student who was registered for instruction at the institution shall be forwarded to the commission together with a course cata…

Any non-profit corporation heretofore organized by special act of the legislature for purposes as set forth by RSA 292:1 may: I. Change its name, eliminate any limitation on the assets it is authorized to hold, provide for distribution of its assets upon dissolution of the said c…

I. For any homeowners' association established under this chapter, except those associations that include ownership through timeshare, if more than 50 percent of the votes are acquired by a single person after developer control is terminated, a 2/3 majority shall be required to a…

This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. section 7001 et seq., but does not modify, limit, or supersede section 101 of that act, 15 U.S.C. section 7001(a), or authorize electronic delivery of any of the…

I. Any such corporation, or 1/4 of the members thereof, may apply by petition to the superior court, or in the case of a charitable corporation to the superior court or the probate court, in the county in which the corporation is located, for a decree of dissolution, or for such …

Within 30 days after the close of any session of the legislature, parties procuring the passage of any act at that session incorporating, or renewing the corporate powers of, a corporation which is to carry on its business and have its principal office in this state shall pay to …

I. This chapter shall be known and may be cited as the "New Hampshire Benefit Corporation Act." II. This chapter shall be applicable to all benefit corporations. III. The existence of a provision of this chapter shall not itself create an implication that a contrary or different …

The general court finds that the revitalization of the state's economy and the development of business and investment in New Hampshire will be facilitated by making available a broad range of entities for investment enterprises. The statutory recognition of investment trusts, pre…

(a) A corporation has delivered written notice or any other report or statement under this chapter, the articles of incorporation or the bylaws to all shareholders who share a common address if: (1) The corporation delivers one copy of the notice, report, or statement to the comm…

I. A New Hampshire investment trust shall exist as a separate legal entity. II. Except to the extent otherwise provided in the governing instrument of the New Hampshire investment trust, the New Hampshire investment trust shall have perpetual existence, and a New Hampshire invest…

I. A benefit corporation may have an officer designated the benefit officer. II. A benefit officer shall have: (a) The powers and duties relating to the purpose of the corporation to create general public benefit or specific public benefit provided: (1) By the bylaws; or (2) Abse…

(a) Unless the articles of incorporation (i) specifically prohibit the adoption of a bylaw pursuant to this section, (ii) alter the vote specified in RSA 293-A:7.28(a), or (iii) provide for cumulative voting, a public corporation may elect in its bylaws to be governed in the elec…

I. Except in a benefit enforcement proceeding, no person shall bring an action or assert a claim against a benefit corporation or its directors or officers with respect to: (a) Failure to pursue or create general public benefit or a specific public benefit set forth in its articl…

(a) Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign business corporation or a domestic or foreign eligible entity that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been …

Except to the extent otherwise provided in the governing instrument of a New Hampshire investment trust or in this chapter, the laws of this state pertaining to trusts are hereby made applicable to New Hampshire investment trusts.

I. One original and one exact copy of a certificate of trust for a New Hampshire investment trust shall be executed and shall be delivered for filing to the secretary of state. The certificate of trust shall set forth: (a) The name of the New Hampshire investment trust; (b) The n…

(a) A sale, lease, exchange, or other disposition of assets, other than a disposition described in RSA 293-A:12.01, requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity. If a corporat…

I. A benefit corporation shall prepare an annual benefit report including all of the following: (a) A narrative description of: (1) The ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was created.…

I. Each certificate required by this chapter to be delivered for filing to the secretary of state shall be executed in one original and one exact copy in the following manner: (a) A certificate of trust shall be signed by all of the trustees; (b) A certificate of amendment, a cer…

I. A benefit corporation shall send its annual benefit report to each shareholder on the earlier of: (a) 120 days following the end of the fiscal year of the benefit corporation; or (b) The same time that the benefit corporation delivers any other annual report to its shareholder…

(a) The legality of a proposed or completed corporate action described in RSA 293-A:13.02(a) may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corpor…

(a) In a proceeding under RSA 293-A:14.30(a)(2) to dissolve a corporation, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to t…

I. One original and one exact copy of any certificate authorized to be filed with the secretary of state under this chapter shall be delivered to the secretary of state. Documents filed electronically need not be accompanied by an exact or conformed copy. Unless the secretary of …

I. No documents required to be filed under this chapter shall be effective until the applicable fee required by this paragraph is paid. The secretary of state shall charge and collect the following fees: (a) A fee of $100 for filing a certificate of trust. (b) A fee of $70 for: (…

(a) A foreign corporation may appeal the secretary of state's revocation of its certificate of authority to the superior court for Merrimack county within 30 days after revocation. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching …

I. The secretary of state shall collect all fees required under this chapter and shall pay them to the treasurer to be deposited in the general fund as unrestricted revenue, except as provided in paragraph II. II. The state treasurer shall pay the expense of administering this ch…

(a) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the secretary of state for filing an annual report that sets forth: (1) the name of the corporation and the state or country under whose law it is incorpora…

I. (a) A New Hampshire investment trust name shall not contain language stating or implying that the New Hampshire investment trust is organized for a purpose other than that permitted by RSA 293-B:3 and its certificate of trust. (b) Except as authorized by subparagraphs (c) and …

If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of the chapter that can be given effect without the invalid provision or applica…

I. Pursuant to an agreement of merger or consolidation, a New Hampshire investment trust may merge or consolidate with or into one or more New Hampshire investment trusts or other investment entities formed or organized or existing under the laws of any other state or the United …

I. A beneficial owner may bring an action in the right of a New Hampshire investment trust in the same state court of New Hampshire as derivative proceedings with respect to corporations under RSA 293-A:7.40 through RSA 293-A:7.47 to recover a judgment in its favor if trustees wi…

Every corporation which is not to carry on its business and have its principal office in this state, obtaining a charter or an act increasing its capital stock from the legislature, shall pay to the secretary of state, within 30 days after the close of the session, a charter fee …

As used in this chapter, unless the context otherwise requires: I. "Bank" means bank as such term is defined in RSA 383-A:2-201(a)(3) and refers to any bank engaging in business in this state. II. "Beneficial owner" means any owner of a beneficial interest in a New Hampshire inve…

In this chapter: I. "Benefit corporation" means a business corporation: (a) That has elected to become subject to this chapter; and (b) The status of which as a benefit corporation has not been terminated. II. "Benefit director" means either: (a) The director designated as the be…

(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all pr…

I. Subject to such standards and restrictions, if any, as are set forth in the governing instrument of a New Hampshire investment trust, a New Hampshire investment trust shall have the power to indemnify and hold harmless any trustee or beneficial owner or other person from and a…

Except to the extent otherwise provided in the governing instrument of a New Hampshire investment trust, a New Hampshire investment trust may acquire, by purchase, redemption, or otherwise, any beneficial interest in the New Hampshire investment trust held by a beneficial owner o…

I. Except to the extent otherwise provided in the governing instrument of a New Hampshire investment trust, each beneficial owner of a New Hampshire investment trust has the right, subject to such reasonable standards, including standards governing what information and documents …

I. Any other business entity, including, without limitation, a statutory trust, a limited partnership, or a limited liability partnership, formed or organized or existing under the laws of this state or any other state or the United States or any foreign country or other foreign …

I. Upon compliance with this section, a New Hampshire investment trust may convert to another business entity including, without limitation, a statutory trust, a limited partnership, or a limited liability partnership. II. If the governing instrument of the New Hampshire investme…

I. As used in this section, "non-United States entity" means a foreign investment trust other than one formed under the laws of a state, or a corporation, a limited liability company, a business trust or association, a statutory trust, a real estate investment trust, a common-law…

I. Upon compliance with the provisions of this section, any New Hampshire investment trust may transfer to or domesticate in any jurisdiction, other than any state, and, in connection therewith, may elect to continue its existence as a New Hampshire investment trust in the state …

To the extent that any provision of any other chapter of the New Hampshire Revised Statutes Annotated conflicts with any provision in this chapter, the provisions in this chapter shall be controlling, with respect to a New Hampshire investment trust or other investment entity.

This chapter may be cited as the "New Hampshire Investment Trust Act."

This chapter shall not be interpreted to limit or to enlarge the power of trusts that are organized under any other law and shall apply only to a New Hampshire investment trust as defined in RSA 293-B:2, IV and an other investment entity as defined in RSA 293-B:2, VI.

A New Hampshire investment trust may be organized under this chapter for the purpose of carrying on any lawful investment activity within or outside this state, except that nothing contained in this chapter shall preclude a New Hampshire investment trust from engaging in the acti…