CORPORATIONS, ASSOCIATIONS, AND PROPRIETORS OF COMMON LANDS
NEW HAMPSHIRE BUSINESS CORPORATION ACT
293-A:2.02 Articles of Incorporation.
(a) The articles of incorporation must set forth:
(1) a corporate name for the corporation that satisfies the requirements of RSA 293-A:4.01;
(2) the number of shares the corporation is authorized to issue;
(3) the street address of the corporation's initial registered office and the name of its initial registered agent at that office; and
(4) the name and address of each incorporator.
(b) The articles of incorporation may set forth:
(1) the names and addresses of the individuals who are to serve as the initial directors;
(2) provisions not inconsistent with law regarding:
(i) the purpose or purposes for which the corporation is organized;
(ii) managing the business and regulating the affairs of the corporation;
(iii) defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;
(iv) a par value for authorized shares or classes of shares;
(v) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;
(3) any provision that under this chapter is required or permitted to be set forth in the bylaws;
(4) a provision eliminating or limiting the liability of a director, an officer, or both, to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director or an officer, except liability for(A) the amount of a financial benefit received by a director or an officer to which the director or officer is not entitled; (B) an intentional infliction of harm on the corporation or the shareholders; (C) a violation of RSA 293-A:8.33; or (D) an intentional violation of criminal law; and
(5) a provision permitting or making obligatory indemnification of a director for liability (as defined in RSA 293-A:8.50(a)(3)) to any person for any action taken, or any failure to take any action, as a director, except liability for (A) receipt of a financial benefit to which the director is not entitled, (B) an intentional infliction of harm on the corporation or its shareholders, (C) a violation of RSA 293-A:8.33, or (D) an intentional violation of criminal law.
(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
(d) Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with RSA 293-A:1.20(j).
Source. 2013, 142:1, eff. Jan. 1, 2014.