TITLE XXVII
CORPORATIONS, ASSOCIATIONS, AND PROPRIETORS OF COMMON LANDS

CHAPTER 293-A
NEW HAMPSHIRE BUSINESS CORPORATION ACT

Dissolution

Section 293-A:14.21

    293-A:14.21 Procedure for and Effect of Administrative Dissolution. –
(a) If the secretary of state determines that one or more grounds exist under RSA 293-A:14.20 for dissolving a corporation, the secretary of state shall notify the corporation in writing of such determination and shall mail such notice to the corporation at its principal address as listed in the records of the secretary of state.
(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within 60 days after notification, the secretary of state shall administratively dissolve the corporation by mailing a notice of dissolution to the corporation at its principal address as listed in the records of the secretary of state, together with an application for reinstatement. Such notice shall recite the grounds for dissolution and the effective date thereof.
(c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under RSA 293-A:14.05 and notify claimants under RSA 293-A:14.06 and RSA 293-A:14.07.
(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
(e) The secretary of state shall not permit any other individual, corporation, or other business entity to assume the same name or a similar name, of a corporation administratively dissolved under this section, or any trade name registered by such corporation pursuant to RSA 349, for a period of 120 days following the notice of administrative dissolution without the written consent of such corporation.
(f) In connection with the issuance of a notice of dissolution by the secretary of state under RSA 293-A:14.21(a) on grounds set forth in RSA 293-A:14.20(a)(6), a hearing shall be set for 10 business days after the issuance of the notice of dissolution. All hearings shall be conducted in accordance with RSA 421-B:6-613. If the person whom the notice is issued fails to appear for the hearing, then such person shall be deemed in default, and the dissolution shall become final.
(g) Unless an order is final pursuant to RSA 293-A:14.21(f), any administrative dissolution by the secretary of state on grounds set forth in RSA 293-A:14.20(a)(6) may be appealed to the superior court of the county where the corporation's principal office, or, if none in this state, its registered office, is located or the business and commercial dispute docket of the superior court, which court shall be deemed to have jurisdiction to hear such matter and to which the corporation and the secretary of state shall be deemed to have consented. Any appeal under this section shall not affect any rights of the corporation under RSA 293-A:14.22, RSA 293-A:14.22-a, or RSA 293-A:14.23.

Source. 2013, 142:1. 2015, 273:8, eff. Jan. 1, 2016.