CORPORATIONS, ASSOCIATIONS, AND PROPRIETORS OF COMMON LANDS
NEW HAMPSHIRE BUSINESS CORPORATION ACT
293-A:1.40 Act Definitions.
In this chapter:
(1) "Articles of incorporation" means the original articles of incorporation, all amendments thereof, and any other documents permitted or required to be filed by a domestic business corporation with the secretary of state under any provision of this chapter except RSA 293-A:16.21.
(2) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.
(3) "Conspicuous" means so written, displayed, or presented that a reasonable person against whom the writing is to operate should have noticed it. For example, text in italics, boldface, contrasting color, capitals, or underlined is conspicuous.
(4) "Corporation," "domestic corporation" or "domestic business corporation" means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this chapter.
(5) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with RSA 293-A:1.41, by electronic transmission.
(6) "Distribution" means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise.
(6A) "Document" means (i) any tangible medium on which information is inscribed, and includes any writing or written instrument, or (ii) an electronic record.
(6B) "Domestic unincorporated entity" means an unincorporated entity whose internal affairs are governed by the laws of this state.
(7) "Effective date of notice" is defined in RSA 293-A:1.41(i).
(7A) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(7B) "Electronic record" means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with RSA 293-A:1.41(j).
(7C) "Electronic transmission" or "electronically transmitted," means any form or process of communication, not directly involving the physical transfer of paper or another tangible medium, which (a) is suitable for the retention, retrieval, and reproduction of information by the recipient, and (b) is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with RSA 293-A:1.41(j).
(7D) "Eligible entity" means a domestic or foreign unincorporated entity.
(7E) "Eligible interests" means interests or memberships.
(8) "Employee" includes an officer but not a director. A director may accept duties that make the director also an employee.
(9) "Entity" includes domestic and foreign business corporation; estate; trust; domestic and foreign unincorporated entity; and state, United States, and foreign government.
(9A) The phrase "facts objectively ascertainable" outside of a filed document or plan is defined in RSA 293-A:1.20(j).
(9AA) "Expenses" means reasonable expenses of any kind that are incurred in connection with a matter.
(9B) "Filing entity" means an unincorporated entity that is of a type that is created by filing a public organic document.
(10) "Foreign corporation" means a corporation incorporated under a law other than the law of this state, which would be a business corporation if incorporated under the laws of this state.
(10A) "Foreign unincorporated entity" means an unincorporated entity whose internal affairs are governed by an organic law of a jurisdiction other than this state.
(11) "Governmental subdivision" includes authority, county, district, and municipality.
(12) "Includes" denotes a partial definition.
(13) "Individual" means a natural person and includes the estate of an incompetent or deceased individual.
(13A) "Interest" means either or both of the following rights under the organic law of an unincorporated entity:
(i) the right to receive distributions from the entity either in the ordinary course or upon liquidation; or
(ii) the right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy or person responsible for managing its business and affairs.
(13B) "Interest holder" means a person who holds of record an interest.
(14) "Means" denotes an exhaustive definition.
(14A) "Nonfiling entity" means an unincorporated entity that is of a type that is not created by filing a public organic document.
(15) "Notice" is defined in RSA 293-A:1.41.
(15A) "Organic document" means a public organic document or a private organic document.
(15B) "Organic law" means the statute governing the internal affairs of a domestic or foreign business or unincorporated entity.
(15C) "Owner liability" means personal liability for a debt, obligation, or liability of a domestic or foreign business or unincorporated entity that is imposed on a person:
(i) solely by reason of the person's status as a shareholder, member, or interest holder; or
(ii) by the articles of incorporation, bylaws, or an organic document under a provision of the organic law of an entity authorizing the articles of incorporation, bylaws, or an organic document to make one or more specified shareholders, members, or interest holders liable in their capacity as shareholders, members, or interest holders for all or specified debts, obligations, or liabilities of the entity.
(16) "Person" includes an individual and an entity.
(17) "Principal office" means the office (in or out of this state) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located.
(17A) "Private organic document" means any document (other than the public organic document, if any) that determines the internal governance of an unincorporated entity. Where a private organic document has been amended or restated, the term means the private organic document as last amended or restated.
(17B) "Public organic document" means the document, if any, that is filed of public record to create an unincorporated entity. Where a public organic document has been amended or restated, the term means the public organic document as last amended or restated.
(18) "Proceeding" includes civil suit and criminal, administrative, and investigatory action.
(18A) "Public corporation" means a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national securities association.
(18B) "Qualified director" is defined in RSA 293-A:1.43.
(19) "Record date" means the date established on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.
(20) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under RSA 293-A:8.40(c) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.
(21) "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.
(22) "Shares" means the units into which the proprietary interests in a corporation are divided.
(22A) "Sign" or "signature" means, with present intent to authenticate or adopt a document, to execute or adopt a tangible symbol to a document, including any manual, facsimile, or conformed signature, or electronic signature under RSA 294-E.
(i) to execute or adopt a tangible symbol to a document, and includes any manual, facsimile, or conformed signature; or
(ii) to attach to or logically associate with an electronic transmission an electronic sound, symbol, or process, and includes an electronic signature in an electronic transmission.
(23) "State," when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory and insular possession (and their agencies and governmental subdivisions) of the United States.
(24) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.
(24A) "Unincorporated entity" means an organization or artificial legal person that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not any of the following: a domestic or foreign business or nonprofit corporation, an estate, a trust, a state, the United States, or a foreign government. The term includes a general partnership, limited liability company, limited partnership, business trust, joint stock association, and unincorporated nonprofit association.
(25) "United States" includes district, authority, bureau, commission, department, and any other agency of the United States.
(26) "Voting group" means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.
(27) "Voting power" means the current power to vote in the election of directors.
(28) "Writing" or "written" means any information in the form of a document.
Source. 2013, 142:1, eff. Jan. 1, 2014.