TITLE XXVII
CORPORATIONS, ASSOCIATIONS, AND PROPRIETORS OF COMMON LANDS

Chapter 294-A
PROFESSIONAL CORPORATIONS

Section 294-A:1

    294-A:1 Definition; Professional Service; Professional Corporations. –
In this chapter:
I. "Disqualified person" means a natural person, corporation, partnership, fiduciary, trust, association, government agency, or other entity which for any reason is or becomes ineligible under this chapter to own shares issued by a professional corporation.
II. "Domestic professional corporation" means a professional corporation as defined in RSA 294-A:1, V.
III. "Foreign professional corporation" means a corporation for profit organized for the purpose of rendering professional services under a law other than the laws of this state.
IV. "Licensing authority" means the officer, board, agency, court or other authority in this state which has the power to license, register, certificate, or otherwise grant legal authorization to render a professional service.
V. "Professional corporation" means a corporation for profit organized under this chapter.
VI. "Professional service" means any service which may lawfully be rendered only by certified public accountants, public accountants, architects, attorneys, podiatrists, chiropractors, dentists, pharmacists, professional engineers, land surveyors, registered professional nurses, optometrists, physicians and surgeons, physician assistants, psychologists, veterinarians, and all other professionals licensed, registered, certified, or otherwise authorized and permitted to practice independently under the provisions of RSA 309-B, 310-A, 311, 315, 316-A, 317-A, 318, 326-B, 327, 328-D, 329, 329-B, 330-A, or 332-B and which may not lawfully be rendered by a corporation organized under the law of this state applicable to business corporations.
VII. "Qualified person" means a natural person, general partnership, or professional corporation which is eligible under this chapter to own shares issued by a professional corporation.

Source. 1981, 236:1. 1985, 339:10. 1993, 300:2. 1996, 24:1. 2012, 233:9, eff. July 1, 2013.

Section 294-A:2

    294-A:2 Permissible Purposes of Professional Corporations. –
I. Except as provided in RSA 294-A:2, II, professional corporations may be organized under this chapter only for the purpose of rendering professional services, including necessary related services, within a single profession.
II. A professional corporation may be incorporated for the purpose of rendering professional services within 2 or more professions and for any purpose or purposes of this state for which corporations may be organized under the law of this state applicable to business corporations to the extent that the combination of professional purposes or of professional and business purposes is permitted by the licensing laws of this state applicable to such professions and rules adopted under those laws.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:3

    294-A:3 Prohibited Activities. – A professional corporation shall not engage in any profession or business other than the profession or professions and businesses permitted by its articles of incorporation, except that a professional corporation may invest its funds in real estate, mortgages, stocks, bonds, or any other type of investment.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:4

    294-A:4 General Powers. – A professional corporation shall have the powers enumerated in the law of this state applicable to business corporations, except that a professional corporation may be a promoter, general partner, member, associate, or manager only of a partnership, joint venture, trust or other enterprise engaged only in rendering professional services or carrying on business permitted by the articles of incorporation of the corporation.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:5

    294-A:5 Rendering Professional Services. –
A professional corporation, domestic or foreign, may render professional services in this state only through those persons permitted to render such services by the appropriate licensing authority. Nothing in this chapter shall be construed:
I. To require that any person who is employed by a professional corporation must be licensed to perform services for which no license is otherwise required;
II. To prohibit the rendering of professional services by a licensed natural person acting in his individual capacity. Any such person may also be a shareholder, director, officer, employee, or agent of a professional corporation, domestic or foreign; or
III. To prohibit the rendering of professional services by a person acting under the supervision or control of a licensed natural person.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:6

    294-A:6 Right of Corporation to Acquire its own Shares. – A professional corporation may purchase its own shares from a disqualified person without regard to the availability of capital or surplus for the purchase. However, no purchase of or payment for its own shares shall be made at a time when the corporation is insolvent or when the purchase or payment would make it insolvent.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:7

    294-A:7 Corporate Name. –
The name of a domestic professional corporation or of a foreign professional corporation authorized to transact business in this state:
I. Shall end with one of the following words or abbreviations: "professional corporation," "professional association," "Prof. Corp." "Prof. Ass'n," " P.C.", or "P.A." or similar abbreviations of these words;
II. Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than the purposes contained in its articles of incorporation;
III. (a) Except as authorized by subparagraph (b), a professional corporation name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as:
(1) 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.
(2) A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, RSA 304-C, or RSA 564-F.
(3) The fictitious name of another foreign corporation authorized to transact business in this state.
(4) 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.
(5) The name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the political organization.
(6) The name "farmers' market" unless the entity meets the definition of "farmers' market" established in RSA 21:34-a, V.
(a-1) Except as authorized by subparagraphs (b) and (c), a professional corporation name, based upon the records of the secretary of state, is not distinguishable upon the record if the only distinguishing factor to the professional corporation name is:
(1) An article.
(2) Plural forms of the same word.
(3) Phonetic spelling of the same name or word.
(4) An abbreviation in place of a complete spelling of the name.
(5) A suffix or prefix added to a word or any other deviation from or derivative of the same word, excluding antonyms and opposites.
(6) A change in a word or name indicating entity status.
(7) The addition of a numeric designation, unless consent is granted by the current name holder.
(8) Differences in punctuation or special characters, unless it changes the clear meaning of the word.
(9) Differences in whether letters or numbers immediately follow each other or are separated by one or more spaces.
(10) 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.
(b) Subparagraph (a) shall not apply if:
(1) The similarity results from the use in the professional corporate name of personal names of its stockholders or former shareholders or of natural persons who were associated with a predecessor entity; or
(2) The applicant files with the secretary of state an application for authorization to use a name that is not distinguishable from, or is the same as, one or more of the names described in subparagraph (a), 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 subparagraph (a) 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.
(c) A professional 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 professional corporation:
(1) Has merged with the other entity;
(2) Has been formed by reorganization of the other entity; or
(3) Has acquired all or substantially all of the assets, including the name, of the other entity.
(d) This chapter does not control the use of fictitious names.
(e) Nothing in this section would prohibit the owner or owners of a trade name registered under RSA 349 to form a professional corporation under the same name as the trade name.
IV. Shall otherwise conform to any rule adopted by a licensing authority having jurisdiction of a professional service described in the articles of incorporation of the corporation.

Source. 1981, 236:1. 2004, 248:18. 2009, 293:4. 2015, 188:7, 8, eff. Jan. 1, 2016. 2017, 257:54, eff. Oct. 1, 2017. 2018, 221:4, eff. Jan. 1, 2019. 2019, 316:8, eff. Oct. 1, 2019.

Section 294-A:8

    294-A:8 Issuance and Transfer of Shares; Share Certificates. –
I. A professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to:
(a) Natural persons who are authorized by law in this state, any other state or territory of the United States or the District of Columbia to render a professional service permitted by the articles of incorporation of the corporation;
(b) General partnerships in which all the partners are qualified persons with respect to the professional corporation and in which at least one partner is authorized by law in this state to render a professional service permitted by the articles of incorporation of the corporation; and
(c) Professional corporations, domestic or foreign, authorized by law in this state to render a professional service permitted by the articles of incorporation of the corporation.
II. Where deemed necessary by the licensing authority for any profession in order to prevent violations of the ethical standards of the profession, the licensing authority may by rule further restrict, condition, or abridge the authority of professional corporations to issue shares. No such rule shall, of itself, have the effect of causing a shareholder of a professional corporation at the time the rule becomes effective to become a disqualified person or of suspending the terms of any stock purchase, stock option or other agreement then in force providing for the purchase of shares by any person. All shares issued in violation of this section or in violation of any rule adopted under this section shall be void.
III. A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or option to purchase shares of the corporation only to natural persons, general partnerships and professional corporations qualified under this chapter to hold shares issued directly to them by the professional corporation. Any transfer of shares in violation of this section shall be void; however, nothing contained in this section shall prohibit the transfer of shares of a professional corporation by operation of law or court decree.
IV. Every certificate representing shares of a professional corporation shall state conspicuously upon its face that the shares represented by the certificate are subject to:
(a) Restrictions on transfer imposed by this chapter; and
(b) Any further restrictions on transfer as may be imposed by the licensing authority pursuant to this chapter.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:9

    294-A:9 Death or Disqualification of a Shareholder. –
I. Upon the death of a shareholder of a professional corporation, or if a shareholder of a professional corporation becomes a disqualified person, or if shares of a professional corporation are transferred by operation of law or court decree to a disqualified person, the shares of the deceased shareholder or of the disqualified person may be transferred to a qualified person. If not so transferred, the shares shall be purchased or redeemed by the corporation to the extent of funds which may be legally made available for the purchase.
II. If the price for such shares is not fixed by the articles of incorporation, bylaws of the corporation or by private agreement, the corporation, within 6 months after the death or 30 days after the disqualification or transfer, shall make a written offer to pay for the shares at a specified price deemed by the corporation to be the fair value of the shares as of the date of the death, disqualification or transfer. The offer shall be given to the executor or administrator of the estate of a deceased shareholder or to the disqualified shareholder or transferee and shall be accompanied by:
(a) A balance sheet of the corporation, as of the latest available date and not more than 12 months prior to the making of the offer; and
(b) A profit and loss statement of the corporation for the 12 month period ending on the date of the balance sheet.
III. This section shall not be deemed to require the purchase of shares of a disqualified person when the period of the disqualification is for less than 5 months from the date of disqualification or transfer.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:10

    294-A:10 Fair Value of the Shares. – If within 30 days after the date of the written offer from the corporation the fair value of the shares is agreed upon between the disqualified person and the corporation, payment of the shares shall be made. The payment shall be made within 60 days, or within such other period as the parties may fix by agreement, after the date of the offer, upon surrender of the certificate or certificates representing the shares. Upon payment of the agreed value the disqualified persons shall cease to have any interest in the shares.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:11

    294-A:11 Determination of Value by a Court. –
I. If the disqualified person and the corporation do not agree on a fair value of the shares within 30 days after the written offer from the corporation, the corporation, within 30 days after receipt of written demand from the disqualified person given within 60 days after the date of the corporation's written offer shall, or at its election at any time within the period of 60 days may, file a petition in the superior court for the county in which the registered office of the corporation is located requesting that the fair value of the shares be found and determined.
II. If the corporation fails to institute the proceeding as provided in this section the disqualified person may do so within 60 days after delivery of the written demand to the corporation.
III. The disqualified person, wherever residing, shall be made a party to the proceeding as an action against his shares quasi in rem. A copy of the petition shall be personally served on the disqualified person, if a resident of this state, and shall be served by registered or certified mail on the disqualified person, if a nonresident. Service on nonresidents may also be made by publication, if ordered by the court. The jurisdiction of the court shall be exclusive.
IV. The disqualified person shall be entitled to judgment against the corporation for the amount of the fair value of his shares as of the date of death, disqualification, or transfer upon surrender to the corporation of the certificate or certificates representing the shares. The court may, in its discretion, order that the judgment be paid in installments as the court may determine.
V. The court may, if it so elects, appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the power and authority as specified in the order of their appointment or in an amendment of the order.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:12

    294-A:12 Interest; Costs; Expenses. –
I. The judgment shall include an allowance for interest at a rate which the court finds to be fair and equitable in all the circumstances, from the date of death, disqualification, or transfer.
II. The costs and expenses of any proceeding under RSA 294-A:11 shall be determined by the court and shall be assessed against the corporation, provided that all or any part of the costs and expenses may be apportioned and assessed, as the court may deem equitable, against the disqualified person if the court finds that the failure of the disqualified person to accept an offer from the corporation was frivolous or unreasonable. The expenses shall include reasonable compensation for and reasonable expenses of the appraisers and may include the fees and expenses of counsel for and experts employed by any party. However, if the fair value of the shares as determined materially exceeds the amount which the corporation offered to pay, or if no offer was made, the court in its discretion may award to the disqualified persons a sum which the court determines to be reasonable compensation to any expert or experts employed by the disqualified person in the proceeding.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:13

    294-A:13 Cancellation of Shares. – If the purchase, redemption, or transfer of the shares of a deceased or disqualified shareholder or of a transferee who is a disqualified person is not completed within 10 months after the death of the deceased shareholder or 5 months after the disqualification or transfer, the corporation shall immediately cancel the shares on its books and the disqualified person shall have no further interest as a shareholder in the corporation other than his right to payment for such shares under RSA 294-A:9-12.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:14

    294-A:14 Shares Acquired by the Corporation. – Shares acquired by a corporation pursuant to payment of the agreed value under RSA 294-A:10 or to payment of the judgment entered under RSA 294-A:11 may be held and disposed of by the corporation as in the case of other treasury shares.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:15

    294-A:15 Specific Enforcement in Superior Court. – Any provision regarding purchase, redemption or transfer of shares of a professional corporation contained in the articles of incorporation, bylaws, or any private agreement shall be specifically enforceable in the superior court.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:16

    294-A:16 Pension Benefits; Deferred Compensation. – Nothing contained in this chapter shall prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to or on behalf of a former shareholder as otherwise permitted by law.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:17

    294-A:17 Liability of Shareholders and Employees. –
I. Any reference to a professional corporation in this section shall include both domestic and foreign professional corporations.
II. Every individual who renders professional services as an employee of a professional corporation shall be liable for any negligent or wrongful act or omission in which he personally participates to the same extent as if he rendered the services as a sole practitioner. An employee of a professional corporation shall not be liable for the conduct of other employees unless he is at fault in appointing, supervising, or cooperating with them.
III. Every professional corporation whose employees perform professional services within the scope of their employment or of their apparent authority to act for the corporation shall be liable to the same extent as its employees.
IV. Except as otherwise provided by law, the personal liability of a shareholder of a professional corporation shall be no greater in any respect than that of a shareholder of a corporation organized under the law of this state applicable to business corporations.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:18

    294-A:18 Professional Relationships; Privileged Communications. –
I. The relationship between an individual performing professional services as employee of a professional corporation, domestic or foreign, and a client or patient shall be the same as if the individual performed the services as a sole practitioner.
II. The relationship between a professional corporation, domestic or foreign, performing professional services and the client or patient shall be the same as between the client or patient and the individual performing the services.
III. Any privilege applicable to communications between a person rendering professional services and the person receiving the services recognized under the laws of this state, whether statutory or derived from common law, shall not be affected by reason of incorporation under this chapter. The privilege shall extend to a professional corporation, domestic or foreign, and its employees in all cases in which it shall be applicable to communications between a natural person rendering professional services on behalf of the corporation and the person receiving the services.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:19

    294-A:19 Voting of Shares. – No proxy for shares of a professional corporation shall be valid unless it is given to a qualified person. A voting trust with respect to shares of a professional corporation shall not be valid unless all the trustees and beneficiaries of the voting trust are qualified persons, except that a voting trust may be validly continued for a period of 10 months after the death of a deceased beneficiary or for a period of 5 months after a beneficiary has become a disqualified person.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:20

    294-A:20 Directors and Officers. – Except as otherwise provided by the licensing laws of this state and rules adopted under these laws or by any licensing authority in this state, not less than 1/2 of the directors of a professional corporation and all the officers other than the secretary or an assistant secretary and the treasurer or an assistant treasurer shall be qualified persons with respect to the corporation.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:21

    294-A:21 Amendments to Articles of Incorporation. –
An administrator, executor, guardian, conservator, or receiver of the estate of a shareholder of a professional corporation who holds all of the outstanding shares of the corporation may amend the articles of incorporation by signing a written consent to the amendment. Articles of amendment so adopted shall be executed in duplicate by the corporation by the administrator, executor, guardian, conservator, or receiver and by the secretary or assistant secretary of the corporation, and certified by all of the persons signing the articles, and shall set forth:
I. The name of the corporation;
II. The amendments so adopted;
III. The date of adoption of the amendment by the administrator, executor, guardian, conservator or receiver;
IV. The number of shares outstanding; and
V. The number of shares held by the administrator, executor, guardian, conservator or receiver.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:22

    294-A:22 Merger and Consolidation. –
I. A professional corporation may merge or consolidate with another corporation, domestic or foreign, only if every shareholder of each corporation is qualified to be a shareholder of the surviving or new corporation.
II. Upon the merger or consolidation of a professional corporation, if the surviving or new corporation is to render professional services in this state, it shall comply with this chapter.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:23

    294-A:23 Termination of Professional Activities. – If a professional corporation ceases to render professional services, it shall, within a reasonable period of time, either dissolve and liquidate or amend its articles of incorporation to delete from its stated purposes the rendering of professional services and to conform to the requirements of the law of this state applicable to business corporations regarding its corporate name. The corporation may then continue in existence as a corporation under the business corporation law and shall no longer be subject to the provisions of this chapter.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:24

    294-A:24 Involuntary Dissolution. –
The secretary of state may administratively dissolve a corporation under RSA 293-A:14.21 if:
I. The corporation for 2 consecutive years does not pay within 60 days after they are due any franchise fees or penalties imposed by this chapter or other law;
II. The corporation for 2 consecutive years does not deliver its annual report to the secretary of state within 60 days after it is due;
III. The corporation is without a registered agent or registered office in this state for 60 days or more;
IV. The corporation does not notify the secretary of state within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or
V. The corporation's period of duration stated in its articles of incorporation expires.

Source. 1981, 236:1. 2004, 248:19, eff. July 1, 2004.

Section 294-A:25

    294-A:25 Admission of Foreign Professional Corporations. –
I. A foreign professional corporation shall be entitled to procure a certificate of authority to transact business in this state only if:
(a) The name of the corporation meets the requirements of this chapter;
(b) The corporation is organized only for purposes for which a professional corporation organized under this chapter may be organized; and
(c) All the shareholders, and such of the directors and officers as are required under RSA 294-A:20 are qualified persons with respect to the corporation.
II. No foreign professional corporation shall be required to obtain a certificate of authority to transact business in this state unless it maintains an office in this state for the conduct of business or professional practice.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:26

    294-A:26 Application for Certificate of Authority. – Application for a certificate of authority by a foreign professional corporation shall be to the secretary of state. The application for the purpose of rendering professional services shall include a statement that all the shareholders and those of its directors and officers as are required by the laws of its state of incorporation and by RSA 294-A:20 are licensed in one or more states, territories of the United States or the District of Columbia to render a professional service described in the statement of purpose of the corporation.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:27

    294-A:27 Revocation of Certificate of Authority. – The certificate of authority of a foreign professional corporation may be revoked pursuant to RSA 293-A:14.21 by the secretary of state if the corporation fails to comply with any provision of this chapter applicable to it.

Source. 1981, 236:1. 2004, 248:20, eff. July 1, 2004.

Section 294-A:28

    294-A:28 Annual Report. –
I. The annual report of each domestic professional corporation, and each foreign professional corporation authorized to transact business in this state, filed with the secretary of state under the law in this state applicable to business corporations shall include a statement that all the shareholders, and as many of the directors and officers as may be required under RSA 294-A:20, are qualified persons with respect to the corporation.
II. [Repealed.]

Source. 1981, 236:1. 1985, 339:16, IV, eff. June 14, 1985.

Section 294-A:29

    294-A:29 Effect of Incorporation Laws. – The law of this state applicable to business corporations shall apply to professional corporations, domestic and foreign, except to the extent that the business corporation law is inconsistent with this chapter.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:30

    294-A:30 Application to Existing Corporations. – This chapter shall apply to all existing associations or corporations organized under the law of this state which is superseded by this chapter. Every such existing professional association or corporation which shall be required to amend its corporate name or purposes to comply with this chapter shall deliver duly executed duplicate originals of articles of amendment or restated articles of incorporation containing the amendments to the secretary of state within 90 days after the effective date of this chapter.

Source. 1981, 236:1, eff. Feb. 1, 1982.

Section 294-A:31

    294-A:31 Effect of Repeal of Prior Acts. – The fact that any preexisting law is superceded by this chapter shall not affect any right accrued or established, or any liability or penalty incurred, under the provisions of preexisting law.

Source. 1981, 236:1, eff. Feb. 1, 1982.