CORPORATIONS, ASSOCIATIONS, AND PROPRIETORS OF COMMON LANDS
VOLUNTARY CORPORATIONS AND ASSOCIATIONS
Formation of Corporation
292:1 Incorporators; Purposes.
Five or more persons of lawful age may associate together by articles of agreement to form a corporation, for any of the following purposes:
I. The promotion of the cause of temperance and of any charitable or religious cause.
II. The establishment and maintenance of literary and scientific institutions, libraries, lyceums and musical, agricultural, literary, or scientific associations, the promotion of education and the arts and sciences by any other means and for mental improvement.
III. The establishment and maintenance of hospitals, homes for the aged and for invalids, and other charitable institutions.
IV. The provision of suitable grounds and other conveniences for the burial of the dead.
V. The organization and maintenance of lodges of Free Masons, Odd Fellows, and other similar societies, and for social recreation and improvement.
VI. The provision and care of walks, parks, recreational and athletic facilities, commons, roads and streets.
VII. The planting, cultivation, and protection of shade, ornamental, and forest trees.
VIII. The promotion of agriculture.
IX. The promotion of the growth and prosperity of cities, towns, and villages, including provision for recreational and athletic facilities for public use.
X. The promotion of law and order and the better enforcement of existing laws, or to prevent cruelty to animals.
XI. The protection or propagation of fish and game, and for any other purpose not prohibited by law.
XII. To provide industrial, commercial, manufacturing and warehouse facilities for the purpose of developing the growth and prosperity of the state, counties, cities, towns and villages.
XIII. To serve and promote the recreational and athletic interests of the state of New Hampshire or any town or individual group thereof.
XIV. The provision of mental health services.
XV. Any other purpose for which an organization may be exempt from federal taxation under section 501 of the Internal Revenue Code of 1954, and any amendments thereto.
Source. RS 145:1. 1846, 325:1. CS 152:1. 1866, 4224:1. GS 137:1; 138:1. 1872, 6:1. GL 151:1; 152:1. PS 147:1. 1895, 1:1. PL 223:1. RL 272:1. RSA 292:1. 1965, 74:1. 1967, 102:1; 359:2. 1969, 43:1. 1977, 407:1. 1991, 261:1-3, eff. Jan. 1, 1992.
292:1-a Legal Services.
Five or more persons of lawful age may associate together by articles of agreement to form a corporation, without a capital stock, for the purpose of providing professional legal services to the poor; provided, however, that no such corporation shall commence business until its articles of agreement and by-laws, and such other information as may be required, have been submitted to the supreme court for approval and such court has authorized it to commence business upon finding that it is a responsible organization. Such authorization may, after hearing, be revoked or suspended by the court for just cause. The actual practice of law by such corporation shall be conducted solely by members of the New Hampshire bar in good standing, and the fact of incorporation shall not in any way be deemed to immunize any attorney employed by the corporation from personal responsibility and liability to the clients whom he serves. The provisions of RSA 311:11 shall not apply to corporations organized under this section.
Source. 1967, 239:1, eff. Aug. 22, 1967.
292:2 Articles of Agreement.
The articles of agreement shall contain the following:
I. The name of the corporation.
II. The object for which the corporation is established.
II-a. The provisions for establishing criteria and procedures for membership and participation in the corporation.
III. The provisions for disposition of the corporate assets in the event of dissolution of the corporation, including the prioritization of rights of shareholders and members to corporate assets.
IV. The address at which the business of the corporation is to be carried on.
V. The amount of capital stock, if any, or the number of shares or membership certificates, if any, and provisions for retirement, reacquisition and redemption of those shares or certificates.
V-a. (a) The articles of agreement may contain a provision eliminating or limiting the personal liability of a director, an officer, or both, to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, an officer, or both, except with respect to:
(1) Any breach of the director's or officer's duty of loyalty to the corporation or its shareholders.
(2) Acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of law.
(3) Any transaction from which the director, officer, or both, derived an improper personal benefit.
(b) This paragraph shall not be construed to eliminate or limit the liability of a director, an officer, or both, for any act or omission occurring before January 1, 1992.
VI. The signature and post office address of each of the persons associating together to form the corporation.
Source. RS 145:2. CS 152:2. 1866, 4224:2. GS 137:2; 138:2. GL 151:2; 152:2. PS 147:2. PL 223:2. RL 272:2. RSA 292:2. 1971, 73:1. 1991, 261:4. 2010, 105:1, eff. July 25, 2010.
292:2-a Charitable Corporations; Required Provisions.
Every charitable corporation established under this chapter which is a private foundation as defined in section 509(a) of the United States Internal Revenue Code of 1954, and which is in existence on the effective date of this section, or which is thereafter established, is subject to the following provisions, whether they are set forth in the articles of agreement or not:
I. A corporation which is a "private foundation" as defined in section 509(a) of the Internal Revenue Code of 1954, shall not:
(a) Engage in any act of "self-dealing" (as defined in section 4941(d) of the Internal Revenue Code of 1954), which would give rise to any liability for the tax imposed by section 4941(a) of the Internal Revenue Code of 1954;
(b) Retain any "excess business holdings" (as defined in section 4943(c) of the Internal Revenue Code of 1954), which would give rise to any liability for the tax imposed by section 4943(a) of the Internal Revenue Code of 1954; nor
(c) Make any investment which would jeopardize the carrying out of any of its exempt purposes, within the meaning of section 4944 of the Internal Revenue Code of 1954, so as to give rise to any liability for the tax imposed by section 4944(a) of the Internal Revenue Code of 1954; nor
(d) Make any "taxable expenditures" (as defined in section 4945(d) of the Internal Revenue Code of 1954) which would give rise to any liability for the tax imposed by section 4945(a) of the Internal Revenue Code of 1954.
II. Each corporation which is a "private foundation" as defined in section 509 of the Internal Revenue Code of 1954 shall distribute, for the purposes specified in its articles of organization, for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by section 4942(a) of the Internal Revenue Code of 1954.
III. The provisions of paragraphs I and II shall apply to any corporation except to the extent that a court of competent jurisdiction determines that to apply these provisions would be contrary to the terms of the articles of agreement or other instrument governing the corporation or the administration of charitable funds held by it, and that the articles or the other instrument cannot properly be changed to conform to these provisions.
IV. Nothing in this section impairs the rights and powers of the courts or of the attorney general with respect to any corporation.
V. All references to sections of the Internal Revenue Code of 1954 include amendments to those sections which are made after the effective date of this section, and include all corresponding provisions of any United States Internal Revenue laws which replace the Internal Revenue Code of 1954.
Source. 1971, 378:1, eff. Aug. 27, 1971; 584:3, 4, eff. Sept. 29, 1971.
I. A corporate name shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by RSA 292:1 and its articles of agreement.
II. Except as authorized by paragraphs III and IV, a corporation name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as:
(a) The name of an entity incorporated, authorized, formed, or registered to do business in this state under RSA 292, RSA 293-A, RSA 293-B, RSA 294-A, RSA 301, RSA 301-A, RSA 304-A, RSA 304-B, RSA 304-C, RSA 305-A, RSA 349, or RSA 564-F.
(b) A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, RSA 304-C, or RSA 564-F.
(c) The fictitious name of another foreign corporation authorized to transact business in this state.
(d) The name of an agency or instrumentality of the United States or this state or a subdivision thereof, including names reserved pursuant to RSA 53-E.
(e) The name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the political organization.
(f) The name "farmers' market" unless the entity meets the definition of "farmers' market" established in RSA 21:34-a, V.
II-a. Except as authorized by paragraphs III and IV, a corporation name, based upon the records of the secretary of state, is not distinguishable upon the record if the only distinguishing factor to the corporation name is:
(a) An article.
(b) Plural forms of the same word.
(c) Phonetic spelling of the same name or word.
(d) An abbreviation in place of a complete spelling of the name.
(e) A suffix or prefix added to a word or any other deviation from or derivative of the same word, excluding antonyms and opposites.
(f) A change in a word or name indicating entity status.
(g) The addition of a numeric designation, unless consent is granted by the current name holder.
(h) Differences in punctuation or special characters, unless it changes the clear meaning of the word.
(i) Differences in whether letters or numbers immediately follow each other or are separated by one or more spaces.
(j) An Arabic numeral representing a number, a Roman numeral representing the same number, or a word representing the same number appearing in the same position within otherwise identical names.
III. A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, one or more of the names described in paragraph II, as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:
(a) The holder or holders of the name as described in paragraph II gives written consent to use the name that is not distinguishable from the name of the applying corporation; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or
(b) The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, the name of the applying corporation; or
(c) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
IV. A corporation may use the name, including the fictitious name, of another domestic or foreign entity that is used in this state if the other entity is incorporated, authorized, formed, or registered to transact business in this state and the proposed user corporation:
(a) Has merged with the other entity;
(b) Has been formed by reorganization of the other entity; or
(c) Has acquired all or substantially all of the assets, including the name, of the other entity.
V. This chapter does not control the use of fictitious names.
VI. Nothing in this section shall prohibit the owner or owners of a trade name registered under RSA 349 to form a domestic corporation under the same name as the trade name.
Source. PS 147:3. PL 223:3. RL 272:3. RSA 292:3. 1988, 93:4. 1991, 67:2. 1999, 293:1. 2004, 248:1. 2009, 293:1. 2015, 188:1, 2, eff. Jan. 1, 2016. 2017, 257:51, eff. Oct. 1, 2017. 2018, 221:1, eff. Jan. 1, 2019. 2019, 316:5, eff. Oct. 1, 2019.
292:4 Record of Articles of Agreement; Effect.
The articles of agreement shall be recorded in the office of the secretary of state. When so recorded, the signers thereof shall be a corporation, and such corporation, its officers, and members shall have all the rights and powers and be subject to all the duties and liabilities of other similar corporations incorporated under this chapter, their officers, and members, except so far as they are limited or enlarged by this chapter. Subsequent to filing with the secretary of state a copy shall be filed in the office of the clerk of the town in which the mailing address of the corporation is located.
Source. 1866, 4224:1. GS 138:1. GL 152:1. PS 147:4. PL 223:4. RL 272:4. RSA 292:4. 1991, 261:5. 2004, 248:2, eff. July 1, 2004.
292:5 Fees for Recording.
The fee for recording the articles of agreement in the office of the secretary of state as required in RSA 292:4 shall be $25. The fee for recording any record of amendment in the office of the secretary of state as required in RSA 292:7 shall be $25. The fee for recording the articles of agreement or amendments to such articles in the office of the town or city clerk as required in RSA 292:4 and RSA 292:7 shall be $5.
Source. 1949, 265:1. RSA 292:5. 1955, 171:7. 1989, 408:64. 1991, 252:2, eff. Aug. 9, 1991.
292:5-a Repealed by 1957, 32:1, eff. Mar. 16, 1957.
292:5-b Foreign Nonprofit Corporations; Registration, Fees.
A foreign nonprofit corporation established for any of the purposes set forth in RSA 292:1 or for a substantially similar purpose, desiring to do business in this state in furtherance of such purpose for the benefit of citizens of this state, may register as a foreign corporation by making application as provided in RSA 293-A:15.03, excepting those portions relative to using a form of the words "corporation," "company," "incorporated" or "limited" in the corporate name. Any such foreign nonprofit corporation shall file the return and pay the fee provided in RSA 292:25-29.
Source. 1977, 461:2. 1979, 92:1. 1985, 339:1. 1989, 256:2. 1992, 255:3, eff. Jan. 1, 1993.
292:5-c Online Filing.
No later than January 1, 2020, the secretary of state shall provide for and allow the online filing of all forms, certificates, or other documents required under this chapter.
Source. 2018, 279:10, eff. Jan. 1, 2019.
292:6 Bylaws; Organization.
The initial bylaws of a corporation shall be adopted by a 2/3 majority action of the signers of the articles of agreement. The power to alter, amend or repeal the bylaws or to adopt new bylaws, subject to repeal or change by a 2/3 majority action of the shareholders or holders of membership certificates, shall be vested in the board of directors unless reserved to the shareholders or holders of membership certificates by the articles of agreement. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with the laws of the state or the articles of agreement, including provisions for issuance and reacquisition of membership certificates.
Source. PS 147:5. PL 223:5. RL 272:5. RSA 292:6. 1991, 261:6, eff. Jan. 1, 1992.
292:6-a Board of Directors of Charitable Nonprofit Corporations.
In the interest of encouraging diversity of discussion, connection with the public, and public confidence, the board of directors of a charitable nonprofit corporation shall have at least 5 voting members, who are not of the same immediate family or related by blood or marriage. No employee of a charitable nonprofit corporation shall hold the position of chairperson or presiding officer of the board. This section shall not apply to those nonprofit corporations in existence on August 10, 1996, until one year after August 10, 1996, nor to any organization qualified as a private foundation under the applicable provisions of the United States Internal Revenue Code, nor to religious organizations, churches, or the integrated auxiliaries thereof or to conventions or associations of churches. The provisions of this section may be waived with the approval of the director of charitable trusts after application for such waiver.
Source. 1996, 302:3. 1997, 184:5, eff. Jan. 1, 1998.
I. A voluntary corporation may have one or more classes of members or may have no members. In the absence of a provision in its articles or bylaws providing for members, a voluntary corporation has no members.
II. If a voluntary corporation has no members, an action for which there is no specific provision of this chapter applicable to a voluntary corporation without members and that would otherwise require approval of the members requires only the approval of the board of directors.
III. Members are of one class unless the articles establish, or authorize the bylaws to establish, more than one class. Members shall have no voting rights, except as specifically provided in the articles or bylaws. The articles or bylaws may fix the term of membership.
IV. Notwithstanding any provision of the articles or bylaws to the contrary, each individual board member and each member of a voluntary corporation entitled to vote shall be entitled to no more than one vote.
Source. 2010, 105:2, eff. July 25, 2010.
Powers of Corporations
292:7 Change of Name; Amending Articles.
Any corporation now or hereafter organized or registered in accordance with the provisions of this chapter, and any existing corporation which may have been so organized or registered, may change its name, increase or decrease its capital stock or membership certificates, merge with or acquire any other corporation formed pursuant to this chapter, or amend its articles of agreement, by a majority vote of such corporation's board of directors or trustees, at a meeting duly called for that purpose, and by recording a certified copy of such vote in the office of the secretary of state and in the office of the clerk of the town or city in this state which is its principal place of business. In the case of a foreign nonprofit corporation registered in New Hampshire, a copy of the amendment or plan of merger, certified by the proper officer of the state of incorporation, shall be filed with the secretary of state, together with the fee provided in RSA 292:5. The surviving corporation in a merger shall continue to have all the authority and powers vested in the merging corporations, including any powers previously conferred upon them by the legislature.
Source. 1895, 1:2. 1897, 49:1. PL 223:6. 1931, 69:1. RL 272:6. RSA 292:7. 1971, 73:2. 1983, 112:11. 1988, 93:5. 1991, 261:7, eff. Jan. 1, 1992.
292:8 Capital Structure.
The corporation may generate funds through its members, including, but not limited to:
I. Issuance of membership certificates or stock certificates, or both, in the corporation.
II. Receipt of contributions to capital.
III. Assessment of dues and fees on members.
Source. RS 145:9. CS 152:9. GS 137:7. GL 151:7. PS 147:9. PL 223:8. RL 272:7. RSA 292:8. 1971, 73:3. 1991, 261:8, eff. Jan. 1, 1992.
Failure to Make Returns
292:8-a Repealed by 1975, 95:2, eff. June 21, 1975.
Higher Education Corporations
292:8-b Terms Defined.
The following words as used in this subdivision shall be construed as follows:
I. "Commission" means the higher education commission established in RSA 21-N:8-a.
II. "Higher learning" means studies which are more advanced or difficult than those prevalently offered in a secondary school and which are creditable toward an academic or professional degree.
III. "Degree" means the formal recognition of a stage of progress in the pursuit of higher learning, including the associate, bachelor's, master's, doctorate, professional, or other award, diploma or the equivalent under any other designation.
Source. 1965, 44:1. 1973, 533:4. 2011, 224:143, eff. July 1, 2011.
The articles of agreement for the purpose of organizing a corporation for the establishment of an institution of higher learning shall be submitted to the commission for its consent for said incorporation.
Source. 1965, 44:1. 1973, 533:5. 1977, 407:2. 2011, 224:144. 2013, 164:3, eff. June 28, 2013.
No articles of agreement for the incorporation of institutions of higher learning shall be recorded in the office of the secretary of state unless or until consent for said incorporation has been obtained from the commission.
Source. 1965, 44:1. 1973, 533:6. 1977, 407:3. 2013, 164:3, eff. June 28, 2013.
292:8-e General Statement.
The commission shall approve as a corporation of higher learning only such institutions as have been evaluated according to procedures and standards established by the commission. The commission may accept accreditation or program approval by a recognized accrediting body in place of its own independent evaluation.
Source. 1965, 44:1. 1973, 533:7. 2013, 164:3, eff. June 28, 2013.
292:8-ee Freedom From Liability.
No employee of the division, member of the commission, or any member of an evaluation committee established under any provision of this subdivision shall be held personally liable, either as an individual or as a member of a group, so long as said employee or member was acting in good faith in the furtherance of duties as an employee of the division or member of the commission or an evaluation committee. All such members shall be entitled to the protections afforded by RSA 99-D.
Source. 1983, 141:1. 2011, 224:146. 2013, 164:3, eff. June 28, 2013.
292:8-f Submission of Plans.
Any person or entity desiring to establish an institution of higher learning shall submit to the commission its plans, which shall be evaluated by the commission. Such evaluation shall include among other things the adequacy of the buildings or proposed buildings, instructional facilities and provisions for safety and well-being of its students, the qualifications of the faculty, the character of the program of studies and the adequacy of financial resources. All fees collected by the commission under this section shall be deposited into the higher education fund established in RSA 21-N:8-a, III.
Source. 1965, 44:1. 1967, 288:2. 1973, 533:8. 2013, 164:3, eff. June 28, 2013.
292:8-ff Continuing Review.
I. The commission shall conduct periodic reevaluations of educational institutions incorporated under this chapter.
II. The commission shall conduct a special reevaluation of any educational institution, if:
(a) The institution is sold or transferred to, or merged with, another entity; or
(b) There is a substantial change in the governance of the institution.
III. The commission shall suspend or revoke the approval or degree granting authority of any institution which no longer meets the standards established by rule under RSA 21-N:8-a, II(e).
IV. Any institution which has not conducted regular instruction for 3 consecutive years and whose charter has not been repealed shall, before announcing a resumption of instruction, submit plans to the commission and be evaluated and approved under RSA 292:8-f.
V. Any institution which has not awarded a particular degree for 4 years shall seek and receive approval by the commission before resuming the awarding of that degree.
Source. 1969, 4:2. 1973, 533:9. 1981, 574:4. 2011, 224:147. 2013, 164:3, eff. June 28, 2013.
292:8-g Limitation on Name.
Notwithstanding the provisions of RSA 292:3 no person, school, association or corporation shall use in any way the term "junior college" or "college" or "university" in connection with an institution, or use any other name, title or descriptive matter tending to designate that it is an institution of higher learning unless it has been incorporated under the provisions of this chapter. Any person, school, association or corporation authorized by a special act of the legislature shall not change its name to include any of said terms under the provisions of RSA 292:8-l unless its amendment therefor shall be submitted to and approved by the commission prior to being filed in the office of the secretary of state.
Source. 1965, 44:1. 1967, 92:2. 1973, 533:10. 2013, 164:3, eff. June 28, 2013.
292:8-h Granting of Degrees.
I. This section shall apply to all educational institutions within the state granting degrees or seeking to do so, except the following:
(a) Any institution now granting degrees which has been in continuous operation since before 1775;
(c) Institutions of the university system of New Hampshire pursuant to RSA 187-A and institutions of the community college system of New Hampshire pursuant to RSA 188-F.
II. No educational institution shall grant degrees unless approved by the higher education commission and authorized by name to do so by an act of the legislature.
III. The commission shall specify the degrees an institution may grant, and the commission may renew, for a set term of years, degree granting authority. The commission shall report its activity by January 31 of each odd-numbered year to both the house and senate standing committees on education.
IV. Any out-of-state institution of higher learning planning to establish a branch campus or offer courses, programs, or degrees in this state, shall apply to the commission for evaluation and approval of its plans. If such plans are not approved or if approval is withdrawn by the commission, all operations and publicity of the out-of-state institution shall cease without delay.
Source. 1965, 44:1. 1971, 540:3. 1973, 533:11. 1981, 574:1. 1983, 239:10. 2011, 224:145. 2013, 164:3, eff. June 28, 2013. 2021, 159:1, eff. July 29, 2021.
Any person who shall violate the provisions of RSA 292:8-g or 292:8-h shall be guilty of a misdemeanor if a natural person, or guilty of a felony if any other person.
Source. 1965, 44:1. 1973, 529:61, eff. Oct. 31, 1973 at 11:59 p.m.
292:8-j Injunctive Relief.
In addition to the penalty provided by RSA 292:8-i, the commission may institute in any court of competent jurisdiction, an action to prevent or restrain any violation of the provisions of RSA 292:8-g or 8-h and the court shall adjudge to the plaintiff such relief by way of injunction (which may be mandatory) or otherwise as may be proper under all the facts and circumstances of the case, in order to fully effectuate the purpose of this subdivision.
Source. 1965, 44:1. 1973, 533:12, eff. July 1, 1973.
292:8-k Repealed by 1973, 533:15, eff. July 1, 1973.
292:8-kk Reports Required.
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 catalogue for each year in which the institution operated, and an explanation of the institution's credit and grading system. The commission shall preserve these records for 50 years and upon request of the individual concerned, shall furnish a certified copy of the individual's record. The fee for each record so furnished to be paid to the commission shall be sufficient to cover related costs.
II. All transcript request fees collected by the commission under this section shall be deposited into the higher education fund established in RSA 21-N:8-a, III and shall be used for managing the storage and retrieval of closed school transcripts.
Source. 1969, 4:1. 1973, 533:13. 1979, 87:1. 2003, 235:4. 2004, 105:1. 2008, 338:9. 2011, 224:148. 2013, 164:5. 2014, 132:2, eff. June 16, 2014. 2019, 55:1, eff. Aug. 4, 2019.
292:8-l Powers Extended.
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 corporation, by a majority vote of such corporation, unless otherwise provided by any such special act or the bylaws of any such corporation, at a meeting duly called for that purpose, and by recording a certified copy of such vote in the office of the secretary of state. The fee for recording said certified copy in the office of the secretary of state shall be $25.
II. Change its purpose by a majority vote of said corporation. A written notice of the proposed change shall be provided to the director of charitable trusts, department of justice and the notice of proposed changes shall be published in a newspaper of general circulation by the trustees at least 30 days before the vote is taken. The proposed change shall also be submitted for review by the probate court. If legal cause exists which would prevent the proposed change in purpose, the director of charitable trusts shall have 30 days to notify the corporation of any additional requirements. A certified copy of the vote shall be filed in the office of the secretary of state. The fee for recording said certified copy in the office of the secretary of state shall be $25. Nothing in this paragraph shall be construed to supercede the intent of RSA 7:19-RSA 7:32-a.
Source. 1967, 92:1. 2005, 282:1. 2006, 316:1, eff. July 1, 2006.
Dissolution of Corporation
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 other relief as may be just; and the court, after due notice to all parties interested and a hearing, may decree that the corporation be dissolved, subject to such limitations and conditions as justice may require. The attorney general shall be notified and given an opportunity to be heard in all cases involving charitable corporations.
II. The court shall have the right to appoint a guardian ad litem in the event that any members or shareholders, or both, are unknown or have abandoned a stock interest or membership interest in the corporation. The guardian ad litem shall file a report with the court setting forth its findings with respect to: the attempt to notify the unknown shareholders or members or both; any response from the unknown shareholders or members or both; and the length of time since the date of last contact by the unknown shareholder or member with the corporation.
III. The court shall have the discretion, after reviewing the report of the guardian ad litem, to conclude the extent of the rights and interests of the shareholders or members, or both, who are unknown or have abandoned their interests.
IV. No member or shareholder shall be entitled to receive an amount from a dissolution of assets greater than the member's or shareholder's total contribution to capital or purchase price, or both, of membership certificates. Any and all funds which may be payable to members or shareholders, or both, who have been adjudicated to have abandoned their interests under this section shall revert to the corporation as capital assets.
Source. 1887, 72:1. 1891, 46:1. PS 147:10. PL 223:9. RL 272:8. RSA 292:9. 1991, 261:9. 1992, 284:5, eff. Jan. 1, 1993.
292:10 Filing Order.
The corporation shall cause an attested copy of the decree of the court to be filed in the office of the secretary of state forthwith after it is made; and when such copy has been so filed, the corporate existence of the corporation shall terminate in accordance with the terms of such decree.
Source. 1887, 72:3. PS 147:11. PL 223:10. RL 272:9.
292:10-a Dissolution by Vote.
I. Except as provided in paragraph II, whenever 2/3 of the membership or voting stock or both of any such corporation shall have voted to dissolve the corporation, then said corporation shall be automatically dissolved upon the filing with the secretary of state of a statement signed under the penalties of perjury by the treasurer and a majority of the directors or trustees setting forth (a) that at least 2/3 of the members or stockholders voted dissolution; and (b) the plan for distribution of the corporation's assets and satisfaction of its obligations.
II. Whenever the voting membership of a church, organized under this chapter, shall have voted unanimously to dissolve the church, the church shall be automatically dissolved upon the filing with the secretary of state of a statement signed under the penalties of perjury by the treasurer and a majority of the directors or trustees setting forth (a) that all members eligible to vote voted dissolution; and (b) the plan for distribution of the church's assets and satisfaction of its obligations.
Source. 1977, 407:4. 1991, 261:10, eff. Jan. 1, 1992.
292:11 Repealed by 1985, 339:16, I, eff. June 14, 1985.
292:12 Holding Property.
Unincorporated societies or lodges of Elks, Knights of Columbus, Knights of Pythias, Masons, Moose and Odd Fellows, or other similar fraternal organizations shall be corporations so far as may be necessary to take, hold, manage and use any gift or grant made to them as such and any gifts or grants heretofore made to any such societies or lodges are hereby fully ratified and confirmed to them in their aforesaid corporate capacity, and said societies, lodges, and organizations may sue and be sued in regard to such property in said corporate capacity.
Source. 1941, 175:1. RL 272:11.
292:13 Deemed Corporations for What Purposes.
The trustees or other similar officers of such societies or lodges shall be deemed bodies corporate for the purpose of taking and holding in succession grants and gifts whether of real or personal estate made either to them and their respective societies or lodges and said trustees or other similar officers with the consent of the societies or lodges may convey the lands or other property of such societies or lodges.
Source. 1941, 175:1. RL 272:12.
292:14 Unincorporated Association Receiving and Using Donations.
If a donation, grant or gift be made to any unincorporated association, society, foundation or similar organization, it shall be a corporation so far as may be necessary to take, hold, manage, use and convey any such donation, gift or grant made to it. Any donations, gifts or grants heretofore made to any such association, society, foundation or similar organization are hereby fully ratified and confirmed to them in their aforesaid corporate capacity, and said association, society, foundation or similar organization may sue and be sued in regard to such property in said corporate capacity. The directors, trustees or other similar officers of such unincorporated association, society, foundation or similar organization, if citizens of the United States, shall have the power of taking, holding and conveying in succession grants, gifts and donations whether real or personal estate made either to them and their successors or to their respective association, society, foundation or similar organization, or to their beneficiaries.
Source. 1953, 142:1, eff. May 8, 1953.
292:15 Application of Subdivision.
This subdivision applies to all churches, parishes, committees and other religious organizations governed by jurisdictions, archdioceses of any Orthodox Patriarchate, Synod or national church of the Orthodox Church (the One Holy Catholic and Apostolic Church), recognized by the apostolic historic Orthodox Patriarchates of Constantinople, Antioch, Moscow and Yugoslavia and in general to all churches, congregations, parishes, committees and other religious organizations founded or established with the intent and for the purpose of adhering to and maintaining the apostolic and historic communion, doctrine, discipline, canon law, tradition, worship and unity of the Orthodox Church.
Source. 1955, 88:1 par. 14, eff. April 21, 1955.
292:16 Application for Incorporation.
An unincorporated church, congregation, parish or any other religious organization may apply to the appropriate hierarch, archbishop, bishop or administrator for permission to incorporate under this article. When such permission has been granted in writing, it shall be attached to the certificate of incorporation.
Source. 1955, 88:1 par. 15, eff. April 21, 1955.
292:17 Articles of Agreement.
The articles of agreement shall be in the form provided by law for all religious corporations and must in addition recite therein that the purpose and intent of the corporation is to maintain, propagate, practice and forever perpetuate religious worship, services, sacraments and teachings in full accordance and unity with the doctrine, ritual, canon law, faith, practice, discipline, traditions and usages of the Orthodox Church and for the carrying out of the said purpose and intent to maintain a religious organization which will be adherent and obedient to the Orthodox ecclesiastical jurisdiction and authority and which shall recognize and remain subject to the duly appointed and canonical Orthodox hierarch, archbishop, bishop or administrator appropriate for the Orthodox communicant members comprising the same.
Source. 1955, 88:1 par. 16, eff. April 21, 1955.
Common Trust Funds
292:18 Charitable Corporations.
Any charitable corporation organized under an act of the legislature or organized or registered in accordance with state law is empowered through its trustees or directors to establish, maintain and operate common trust funds as provided herewith under the appropriate standard of investment applicable to it.
Source. 1955, 160:1 par. 17. RSA 292:18. 1988, 93:6, eff. April 18, 1988.
292:19 Collective Investments.
Said charitable corporation may combine money and property belonging to various trusts in its care for the purpose of facilitating investments, providing diversification and obtaining a reasonable income; provided, however, that the participating contributory interest of said trusts shall be properly evidenced by appropriate bookkeeping entries showing on an annual basis the capital contribution of and the profit and income allocable to each trust; and provided, further, that not more than 10 percent of the fund shall be invested in the obligations of any one corporation or organization, excepting deposits in savings banks, obligations of the United States and of the state of New Hampshire and its subdivisions; and provided, further, that nothing herein shall be construed to authorize the investment of funds of a trust in any manner not authorized by law.
Source. 1955, 160:1 par. 18, eff. Jan. 1, 1956.
The provisions of RSA 292:19 shall not apply where the instrument creating the particular trust specifically prohibits collective investment or where such an investment shall violate any specific court order made in any particular trust.
Source. 1955, 160:1 par. 20, eff. Jan. 1, 1956.
292:21 Contributions and Withdrawals.
Contributions to any common trust fund shall be made on the basis of its market value at the time such contribution is recorded in the books of the trustees. The withdrawal of a particular trust fund from any common trust fund shall be made proportionately on the basis of the market value of said common trust fund at the time such withdrawal is recorded in the books of the trustees.
Source. 1955, 160:1 par. 19, eff. Jan. 1, 1956.
292:22 Legislative Amendment.
The legislature may at any time alter, amend or repeal the charter of any voluntary corporation or the laws under which it was established, or may modify or annul any of its franchises, duties and liability; but the remedy against the corporation for any liability previously incurred shall not be impaired thereby.
Source. 1969, 33:1, eff. May 6, 1969.
New Hampshire Charitable Foundation
292:23 Public and Charitable Trust Funds.
I. Public Common Trust Funds. The New Hampshire Charitable Foundation is authorized to establish one or more public common trust funds and to accept funds for investment in such public common trust funds from public trustees including municipal trustees, provided however, that any investment in such public common trust fund may be withdrawn at such times and upon such notice as rules and regulations promulgated by the New Hampshire Charitable Foundation with the approval of the bank commissioner shall provide. The New Hampshire Charitable Foundation shall have full power to invest and reinvest such public common trust fund or funds, only (a) in obligations and securities permitted for investment by depository banks under RSA 383-B:3-303(c) and RSA 383-B:3-303(d)(1), (2), (3), and (6); (b) obligations of the United States; and (c) obligations of the state of New Hampshire and its subdivisions, providing however, that not more than 10 percent of any fund shall be invested in the obligations of any one corporation or organization, excepting deposits in a bank as defined in RSA 383-A:2-201(a)(3) which accepts deposits, and, obligations of the United States and of the state of New Hampshire and its subdivisions.
II. Charitable Common Trust Funds. The New Hampshire Charitable Foundation is authorized to establish one or more charitable common trust funds and to accept funds for investment in such charitable common trust funds from the trustees or managers of tax exempt organizations under the provisions of the Internal Revenue Service of the United States, provided however, that any investment in such charitable common trust fund may be withdrawn at such times and upon such notice as rules and regulations promulgated by the New Hampshire Charitable Foundation shall provide. The New Hampshire Charitable Foundation shall have full power to invest and reinvest such charitable common trust funds, subject to the terms, conditions, limitations and restrictions imposed by the laws of the state of New Hampshire upon trustees of estates in making investments providing, however that not more than 10 percent of any fund shall be invested in the obligations of any one corporation or organization, except deposits in savings banks, obligations of the United States, and of the state of New Hampshire and its subdivisions.
III. Securities. Investment securities forming a part of any such common trust fund shall be maintained in a custodian account in a state chartered or national bank doing business in New Hampshire. Any officer or employee of the New Hampshire Charitable Foundation having access to investment securities, bank accounts or cash belonging to any such common trust fund shall be bonded.
IV. Audited Report. At least annually the New Hampshire Charitable Foundation shall prepare a report, audited by an independent certified public accountant, which shall include for each common trust fund:
(a) Balance sheet showing assets and liabilities together with statements showing:
(1) All investments at the beginning and end of each fiscal year stated at both book and market values,
(2) Changes in investments,
(3) Realized capital gains and losses,
(4) Expenses, including fees, charged to principal,
(5) Capital distributions,
(6) Net asset value of participation units at the beginning and end of the year and at any intermediate valuation date, and
(7) Participation unit capital distributions with the dates thereof.
(b) Income statement showing:
(1) Income received,
(2) Expenses, including fees, charged to income,
(3) Income distributions, and
(4) Participation unit income distributions with the dates thereof.
(c) List of all investors showing each investor's participation units at the beginning and end of each fiscal year together with additions and withdrawals.
Such audited reports shall be a public document and copies shall be submitted to the director of charitable trusts, bank commissioner, and department of revenue administration-municipal and property division.
V. Value of Investments and Withdrawals. Investments in and withdrawals from the common trust fund or funds shall be at net asset values determined on the basis of market values.
VI. Rules and Regulations. The New Hampshire Charitable Foundation is authorized to issue reasonable rules and regulations with respect to the administration of the fund or funds and such rules and regulations pertaining to public common trust funds shall be subject to the prior approval of the bank commissioner.
Source. 1969, 447:4. 1973, 544:10. 1975, 439:23. 1992, 24:2, VII. 2014, 161:5. 2015, 272:48, eff. Oct. 1, 2015.
Corporations Created by Legislative Act
292:24 Charters of Voluntary Corporations Created by Legislative Act.
Every voluntary corporation created by an act of the legislature which is a private foundation as defined in section 509(a) of the United States Internal Revenue Code of 1954, and which is in existence on the effective date of this section, or which is thereafter created by an act of the legislature, is subject to the following provisions, whether they are set forth in the legislative charter or not:
I. A corporation which is a "private foundation" as defined in section 509(a) of the Internal Revenue Code of 1954, shall not:
(a) Engage in any act of "self-dealing" (as defined in section 4941(d) of the Internal Revenue Code of 1954), which would give rise to any liability for the tax imposed by section 4941(a) of the Internal Revenue Code of 1954;
(b) Retain any "excess business holdings" (as defined in section 4943(c) of the Internal Revenue Code of 1954), which would give rise to any liability for the tax imposed by section 4943(a) of the Internal Revenue Code of 1954;
(c) Make any investment which would jeopardize the carrying out of any of its exempt purposes, within the meaning of section 4944 of the Internal Revenue Code of 1954, so as to give rise to any liability for the tax imposed by section 4944(a) of the Internal Revenue Code of 1954; or,
(d) Make any "taxable expenditures" (as defined in section 4945(d) of the Internal Revenue Code of 1954) which would give rise to any liability for the tax imposed by section 4945(a) of the Internal Revenue Code of 1954.
II. Each corporation which is a "private foundation" as defined in section 509 of the Internal Revenue Code of 1954 shall distribute, for the purposes specified in the act of incorporation, for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by section 4942(a) of the Internal Revenue Code of 1954.
III. Nothing in this subdivision impairs the rights and powers of the courts or of the attorney general with respect to any corporation.
IV. All references to sections of the Internal Revenue Code of 1954 include amendments to those sections which are made after the effective date of this section, and include all corresponding provisions of any United States internal revenue laws which replace the Internal Revenue Code of 1954.
Source. 1971, 379:1, eff. Aug. 27, 1971.
Renewal of Charter
292:25 Renewal Required.
I. Every corporation organized under this chapter or by act of the legislature shall, during the calendar year 1990, and every 5 years thereafter, make a return in writing to the secretary of state upon blanks to be furnished by him and shall pay a fee of $25. The return shall be signed by the president or other officer of said corporation. The return shall state the corporation's principal address and the names and addresses of all the officers and directors or the governing board of the corporation. Any corporation which does not renew its charter as provided in this subdivision shall have its charter repealed, revoked and annulled; shall lose any right or title to the name under which it was incorporated; and shall be so advised in writing by the secretary of state.
II. The disposition of any corporate assets of any corporation that is dissolved under this section shall be performed in accordance with RSA 292:29.
Source. 1975, 95:1. 1985, 339:2. 1988, 93:7. 1989, 408:65. 1991, 261:11, eff. Jan. 1, 1992.
292:26 Repealed by 1988, 93:10, eff. April 18, 1988.
292:27 Repealed by 1985, 339:16, II, eff. June 14, 1985.
292:28 Repealed by 1985, 339:16, III, eff. June 14, 1985.
292:29 Disposition of Corporate Assets.
I. Any corporation whose charter is repealed, revoked and annulled pursuant to this subdivision shall, nevertheless, continue as a body corporate for the term of 3 years from the date such charter is repealed, revoked and annulled for the purpose of presenting and defending suits by or against it and of closing and settling its concerns and distributing its assets, including the disposition and transfer of all corporate assets and property, subject to paragraphs II and III.
II. For the purpose of any suit or action by or against any such corporation, pending at the end of said term of 3 years, such corporation shall continue as a body corporate until 90 days after final judgment or decree in such suit or action.
III. The superior court may at any time when it shall be made to appear, upon the petition of any interested party, that the protection of proprietary or other rights requires the doing of any act or thing by or in behalf of any such corporation, order the doing of such acts or things, and for this purpose may appoint and authorize an agent to act for and in the name of such corporation, and any action so ordered and done shall be effective corporate action. The probate court shall have concurrent jurisdiction with the superior court to grant relief in the case of petitions involving charitable corporations brought under this section. The attorney general shall be notified and given an opportunity to be heard in all cases involving charitable corporations.
IV. All corporate assets and property are to be disposed of in accordance with the provisions for dissolution as set forth in the articles of agreement, the bylaws, and in accordance with RSA 292:8 and 292:9.
Source. 1975, 95:1. 1991, 261:12, 13. 1992, 284:6, eff. Jan. 1, 1993.
292:30 Revival of Charter.
I. Any corporation whose charter has been repealed, revoked, and annulled pursuant to this subdivision may at any time apply for revival of its certificate of incorporation, together with all the rights, franchises, privileges, and immunities and subject to all of its duties, debts, and liabilities which have been secured or imposed by its original charter and all amendments thereto; provided, that if the corporation name is no longer available under the terms of RSA 292:3, the corporation shall file with its application for revival an amendment changing its name or a consent to use its original name.
II. The application for revival of the charter may be procured by filing an application for revival in the office of the secretary of state, which application is signed under oath and under penalties of perjury by an officer of the corporation and which certificate states:
(a) The name of the corporation, which shall be the name it bore when its certificate of incorporation expired;
(b) The address at which the business of the corporation is to be carried on;
(c) The names and addresses of all the officers and directors or governing board of the corporation;
(d) That the corporation desiring to be revived and so reviving its charter was organized under the laws of this state;
(e) The facts as may show that the charter has been forfeited pursuant to this subdivision;
(f) That the application is filed by authority of those who were directors or members of the governing body of the corporation at the time its charter was repealed, revoked, and annulled, or who were elected directors or members of the governing body of the corporation as provided in paragraph VI of this section;
(h) That the corporation has, as of the date of its application for revival, continued to operate consistent with its charter since such charter was repealed, revoked, and annulled; and
(i) That such revival will be in the public good.
III. Upon the filing of the application for revival, the secretary of state shall determine the completeness and accuracy of the application. When the revival is effective, the corporation shall be revived with the same force and effect as if its charter had not been forfeited pursuant to this subdivision. Such reinstatement shall validate all contracts, acts, matters and things made, done and performed within the scope of its charter by the corporation, its officers and agents during the time when its charter was forfeited pursuant to this subdivision, with the same force and effect and to all intents and purposes as if the charter had at all times remained in full force and effect, except as provided in paragraph IX. All real and personal property, rights and credits, which belonged to the corporation at the time its charter became forfeited pursuant to this subdivision and which were not disposed of prior to the time of its revival shall be vested in the corporation after its revival as fully and amply as they were held by the corporation at and before the time its charter became forfeited pursuant to this subdivision; and the corporation after its revival shall be as exclusively liable for all contracts, acts, matters and things made, done or performed in its name and on its behalf by its officers and agents prior to its reinstatement, as if its charter had at all times remained in full force and effect.
IV. Any corporation seeking to revive its charter under the provisions of this chapter shall pay to the secretary of state a sum equal to all fees in arrears and due at the time its charter became forfeited pursuant to this subdivision plus a fee of $50.
V. If a sufficient number of the last acting officers of any corporation desiring to revive its charter are not available by reason of death or unknown address, the directors of the corporation or those remaining on the board, even if only one, may elect successors to such officers. In any case where there shall be no directors of the corporation available for the purposes aforesaid, the stockholders may elect a full board of directors as provided by the bylaws of the corporation and shall then elect such officers as are provided by law, by the certificate of incorporation or by the bylaws to carry on the business and affairs of the corporation. A special meeting of the stockholders for the purposes of electing directors may be called by any officer, director or stockholder upon notice, which notice shall state the date, place and time of the meeting and the purpose thereof.
VI. After a revival of the charter of the corporation shall have been effected (except where a special meeting of stockholders has been called in accordance with the provisions of paragraph V), the officers who signed the certificate of revival shall, jointly, forthwith call a special meeting of the stockholders of the corporation upon written notice, which notice shall state the date, place and time of the meeting and the purpose thereof. At the special meeting the stockholders shall elect a full board of directors, which board shall then elect such officers as are provided by law, by the charter or by the bylaws to carry on the business and affairs of the corporation.
VII. For the purpose of this section, the term "director" includes the governing body of a corporation which has no board of directors and the term "stockholder" includes members of a corporation entitled to vote for members of the corporation's governing body.
VIII. If the secretary of state is not satisfied that a certificate of revival is authorized by the directors or stockholders of a corporation as required by this section, he may decline to accept the certificate and the revival shall not occur.
IX. Revival of a charter under this section shall not be construed to influence any pending actions or otherwise affect any liabilities or interfere with any course of action against such corporation for the period during which the charter was repealed or revoked.
Source. 1978, 21:1. 1988, 93:8, 9. 1991, 7:7, 8, 11. 2014, 179:1, eff. Sept. 9, 2014. 2017, 171:2, eff. Aug. 27, 2017.
Abandonment of Stock
292:31 Abandonment of Stock or Certificate.
I. Stock or membership certificates in a voluntary corporation, in the absence of bylaws which mandate rules regarding abandonment, which stock or certificates are evidenced by records available to the corporation, are presumed abandoned, and such stock or certificates shall be held by the corporation if the owner within 3 years has not:
(a) Communicated in writing with the corporation regarding the stock or a dividend, distribution or other sum payable as a result of the interest;
(b) Otherwise communicated with the corporation regarding the stock, as evidenced by a memorandum or other record on file with the corporation prepared by an employee of the corporation; or
(c) Has not exercised its ownership rights, including voting rights, regarding the stock.
II. At the expiration of a 3-year period following the failure of the owner to assert its rights under its stock, the stock is not presumed abandoned unless there have been at least 2 notices mailed to the owner's last address as reflected in the corporation's records which do not disclose this address to be inaccurate. These notices shall be sent at least 12 months apart from each other and the last of these 2 notices shall be sent 90 days prior to the termination of the 3-year period.
III. The running of the 3-year period of abandonment ceases immediately upon the occurrence of a communication by the owner to the corporation.
IV. At the time the stock is presumed abandoned under this section, any dividend, distribution, or other sum then held for, or owing to the owner as a result of the stock and not previously presumed abandoned shall be presumed abandoned.
V. The corporation holding the presumedly abandoned stock shall report to the state treasurer concerning the property.
VI. The report shall be verified and shall include:
(a) The name, if known, and last known address, if any, of each person appearing from the records of the corporation to be the owner of property of the value of $25 or more presumed abandoned under this chapter.
(b) A description of the property and the place where it is held and where it may be inspected by the state treasurer and any amounts owing to the corporation.
(c) The nature and identifying number, if any, or description of the property and the amount appearing from the records to be due, but items of value under $25 each may be reported in the aggregate.
(d) The date of the last transaction with the apparent owner with respect to the property.
(e) Other information the state treasurer prescribes by rules adopted pursuant to RSA 541-A relative to the administration of this section.
VII. The report shall be filed before November 1 of each year for the property presumed to be abandoned as of June 30 of that year. On written request by any corporation required to file a report, the state treasurer may postpone the reporting date.
VIII. Not more than 120 days before filing the report required by this section, the holder in possession of property abandoned and subject to custody as unclaimed property under this section shall send written notice to the apparent owner at his last known address informing him that the corporation is in possession of property subject to this section if:
(a) The corporation has in its records an address for the apparent owner which the corporation's records do not disclose to be inaccurate.
(b) The claim of the apparent owner is not barred by the statute of limitations.
(c) The property has a value of $25 or more.
IX. Within 120 days from the termination of the 3-year abandonment period, the state treasurer, after review of the report submitted by the corporation and the finding that all procedural requirements have been performed, and if the report is deemed to be correct and the procedures are deemed to have been performed properly, the state treasurer shall declare the property abandoned, and the corporation shall have a right to retain the abandoned property as capital assets.
Source. 1991, 261:14, eff. Jan. 1, 1992.