CORPORATIONS, ASSOCIATIONS, AND PROPRIETORS OF COMMON LANDS
Incidents, Organization, and Officers
296:1 Corporations Included.
The rights, powers and duties set forth in this chapter shall be incident to all corporations having for their object a dividend of profits, hereinafter incorporated, or whose charters are by law subject to be altered, amended or repealed, excepting savings banks, building and loan associations and corporations organized under or adopting the provisions of RSA 294, and their officers and members shall be governed by its provisions.
Source. RS 146:1. CS 147:1. GS 134:1. GL 148:1. PS 149:1. PL 227:1. RL 276:1.
296:2 Time Limit for Organization.
Every such corporation shall be organized within 3 years from the passage of its act of incorporation; otherwise the act shall become void.
Source. 1846, 321:7. CS 147:35. GS 134:2. GL 148:2. PS 149:2. PL 227:2. RL 276:2.
296:3 Directors; President.
The directors, to be chosen annually by the stockholders, shall not be less than 3, unless otherwise authorized by the charter, and one of them at least shall be an actual resident of this state, if the corporation has any stockholders residing in the state. They shall hold office for one year and until others are chosen and qualified in their stead, and one of them shall be chosen president by the corporation or by the directors, as the charter or bylaws may prescribe.
Source. RS 141:3. CS 149:3. GS 134:4. 1874, 25:1. GL 147:3; 148:4. PS 149:4. PL 227:3. RL 276:3.
Capital Stock and Shares
296:4 Amount; Par Value.
If the amount of the capital stock of a corporation is not fixed by its charter it shall be fixed and limited by the corporation at its first meeting, and also the number and par value of the shares thereof; but the par value of the shares shall in no case be fixed below $25.
Source. RS 141:7. CS 149:7. GS 134:5. GL 148:5. PS 149:5. PL 227:4. RL 276:4.
296:5 Vote to Issue.
Any corporation now existing, or which may hereafter be established under the laws of this state, which has a capital stock and has among its objects a division of profits among its stockholders, may vote to issue shares of its capital stock to an amount not less than 50 percent of the total amount lawfully fixed and limited.
Source. 1915, 80:1. PL 227:5. RL 276:5.
296:6 Payment; Certificate.
If any such corporation shall so vote, it shall thereupon cause to be filed in the office of the clerk of the town in which its principal place of business is located, and in the office of the secretary of state, a certified copy of the vote and a certificate under oath, signed by its treasurer and a majority of its directors, stating the total amount of capital stock which the corporation is authorized to issue, the total amount which it has voted to issue and that the whole amount of capital stock which the corporation has so voted to issue has been paid in in cash or property at a fair valuation.
Source. 1915, 80:1. PL 227:6. RL 276:6.
296:7 Increase, Etc., of Stock.
The corporation, at any meeting called for the purpose, may increase or reduce its capital stock and the number of shares into which it is divided, within the limits authorized by law.
Source. RS 141:9. CS 149:9. GS 134:6. GL 148:6. PS 149:6. PL 227:7. RL 276:7.
296:8 Change of Par Value.
Such corporation, by unanimous vote of all the shares represented at any meeting called for the purpose, or by the written consent of all the stockholders filed with the clerk, may increase or diminish the number of its shares, and thereby increase or diminish the par value thereof; but the capital stock shall not be increased or diminished thereby, and the par value of the shares shall not be fixed below $25.
Source. 1855, 1668:1. GS 134:7. GL 148:7. PS 149:7. 1898, 67:9. PL 227:8. RL 276:8.
A corporation may divide its capital stock into different classes of shares, giving such preferences in relation to dividends to any class as it sees fit; but the duties and liabilities of its stockholders to creditors of the corporation and to the state shall not be affected thereby.
Source. PS 149:8. PL 227:9. RL 276:9.
296:10 Sale Price.
No corporation shall sell or dispose of any of the shares of its capital stock at a price less than the par value thereof, except in sales of shares at auction for non-payment of assessments.
Source. 1849, 860:1. CS 147:20. GS 134:8. GL 148:8. PS 149:9. PL 227:10. RL 276:10.
Every stockholder shall be entitled to a certificate or certificates signed by the treasurer or cashier and such other officers of the corporation as the bylaws may prescribe, stating his ownership of the shares belonging to him; but no certificate shall be issued until the par value of the shares mentioned in it has been fully paid to the corporation.
Source. RS 141:8. CS 149:8. 1866, 4224:9. GS 134:9. GL 148:9. PS 149:10. PL 227:11. RL 276:11.
296:12 Stockholder's Residence.
Every stockholder of a corporation shall inform the treasurer, cashier or other officer authorized to issue stock certificates, of the place of his residence, and of every change therein, forthwith after the change is made.
Source. PS 149:11. PL 227:12. RL 276:12.
296:13 Stock Record.
The treasurer, cashier or other officer authorized to issue stock certificates of a corporation, shall keep in his office, in books provided for the purpose, a true record of the names and residences of all stockholders of the corporation, of all changes in their residences of which he is informed, of the number of shares owned by each stockholder, of all transfers of shares and of every certificate issued by him; and shall keep on file all old certificates, transfers and deeds of shares delivered to him.
Source. 1860, 2353:1. GS 57:9; 134:10, 14. GL 62:9; 148:10, 14. PS 149:12. PL 227:13. RL 276:13.
296:14 Restraint of Sale.
No corporation shall make any bylaw to restrain the free sale of shares of its stock; every such bylaw shall be void.
Source. 1849, 860:2. CS 147:21. GS 134:13. GL 148:13. PS 149:15. PL 227:14. RL 276:14.
Any corporation now existing, or which may hereafter be established under the laws of this state, which has a capital stock and has among its objects a division of profits among its stockholders, may capitalize its undivided surplus profits by issuing to its stockholders certificates of stock representing their respective shares of the whole, or such part thereof as the corporation may determine, of any surplus profits belonging to the corporation and represented by cash or property.
Source. 1915, 82:1. PL 227:15. RL 276:15.
For this surplus the corporation may increase its capital stock within the limits provided by law; but no stock representing undivided surplus profits shall be authorized to be issued at less than par, nor until a certified copy of the vote authorizing the same, and a certificate as hereinafter provided, shall have been recorded in the office of the clerk of the town in which its principal place of business is located and in the office of the secretary of state.
Source. 1915, 82:1. PL 227:16. RL 276:16.
The certificate aforesaid shall be under oath and signed by the treasurer and a majority of the directors, and shall state the number of shares and the par value thereof issued to represent surplus profits, and that said stock represents cash or property at a fair valuation owned by the corporation.
Source. 1915, 82:1. PL 227:17. RL 276:17.
The provisions of this subdivision shall not apply to railroad corporations and public utilities subject to the jurisdiction of the public service commission.
Source. 1915, 82:2. PL 227:18. RL 276:18.
Assessments Upon Shares
A corporation at its first meeting, or at a meeting called for the purpose, may make assessments upon the shares of its stock, not exceeding in the whole the amount at which the shares were originally limited; or such assessments may be made by the directors of the corporation; and the sums assessed shall be paid to the treasurer, within the times limited by the corporation or by the directors.
Source. RS 141:11. CS 149:11. GS 134:15. GL 148:15. PS 149:16. PL 227:19. RL 276:19.
296:20 Neglect to Pay.
If an owner of shares, being present, either in person or by proxy, at the meeting when any assessment is voted, or being notified thereof by the treasurer or cashier by letter, shall neglect to pay the sum so assessed on his shares for 30 days after the time appointed for the payment thereof, the treasurer or cashier may sell at auction a sufficient number of his shares to pay all assessments then due from him, with necessary charges.
Source. RS 141:12. CS 149:12. GS 134:16. GL 148:16. PS 149:17. PL 227:20. RL 276:20.
296:21 Notice; Sale.
The treasurer or cashier shall give notice of the time and place appointed for such sale, and of the sum due on each share, by publishing such notice in some newspaper printed in the vicinity where the corporation is established; and a deed of the shares made by the treasurer or cashier, in accordance with such sale, shall entitle the purchaser to a certificate therefor.
Source. RS 141:13. CS 149:13. GS 134:17. GL 148:17. PS 149:18. PL 227:21. RL 276:21.
296:22 One Vote per Share.
Every stockholder in a corporation, except those whose charters or articles of agreement otherwise provide, may give one vote at any meeting thereof for every share of stock owned by such stockholder.
Source. 1846, 321:5. CS 147:14. GS 134:18. GL 148:18. PS 149:19. 1909, 3:1. 1919, 21:1. PL 227:22. RL 276:22.
No person claiming to be a stockholder in his own right shall vote as such until he shall make oath, if required by any stockholder at such meeting, before a justice of the peace, that he is the absolute and bona fide owner of the shares claimed by him.
Source. RS 140:42. CS 148:53. GS 134:19. GL 148:19. PS 149:20. PL 227:23. RL 276:23.
296:24 Unpaid Assessments.
No person shall vote on any shares until all assessments which have been ordered and have become due and payable thereon have been fully paid.
Source. 1849, 860:4. CS 147:16. GS 134:23. GL 148:23. PS 149:24. PL 227:24. RL 276:24.
296:25 By Representative, Etc.
A person holding stock in a corporation as executor, administrator, guardian or trustee, and a person who has pledged his stock as collateral security, may vote thereon as a stockholder, upon producing, if his right is contested, evidence of his title satisfactory to the presiding officer.
Source. RS 146:21. CS 147:19. 1856, 1839:2. GS 134:20. GL 148:20. PS 149:21. PL 227:25. RL 276:25.
Any person, being authorized by a writing under the hand of one or more stockholders entitled to vote at any meeting of stockholders, such writing being filed with the clerk or cashier, may vote as proxy in the right of such stockholder or stockholders.
Source. 1846, 321:5. CS 147:14. GS 134:21. GL 148:21. PS 149:22. 1901, 68:1. 1919, 20:1. PL 227:26. RL 276:26.
No proxy shall confer the right to vote at more than one meeting, which shall be named therein.
Source. 1849, 860:3. CS 147:15. GS 134:22. GL 148:22. PS 149:23. PL 227:27. RL 276:27.
If any person shall fraudulently vote upon any share of which he is not the bona fide and absolute owner, except in the cases before provided for, or shall fraudulently procure or receive the transfer of a share for the purpose of voting thereon, he shall be guilty of a misdemeanor if a natural person, or guilty of a felony if any other person.
Source. RS 146:21. CS 147:19. GS 134:25. GL 148:25. PS 149:26. PL 227:29. 1931, 86:2. RL 276:28. RSA 296:28. 1973, 528:190, eff. Oct. 31, 1973 at 11:59 p.m.
Individual Liability of Stockholders and Officers
The officers and stockholders of corporations whose object is a dividend of profits, except banks, building and loan associations, and corporations organized under or adopting the provisions of RSA 294, shall be individually liable for the debts and contracts of the corporation, in the cases and to the extent specified in this chapter, and not otherwise.
Source. 1846, 321:2. CS 147:1. GS 135:1. GL 149:1. PS 150:1. PL 228:1. RL 277:1.
296:30 Stock Not Paid in.
Every stockholder, except stockholders in railroads, and as provided in RSA 369:16, shall be liable for all debts and contracts of the corporation until the whole amount of the capital fixed and limited by the corporation, or in the event that the corporation has voted to issue stock to an amount less than the whole amount of its authorized capital, the amount which the corporation has voted to issue, shall have been paid in, and a certificate thereof has been filed and recorded as provided in RSA 296:37, and not afterward, except in the cases specified in RSA 294:104.
Source. 1846, 321:2. CS 147:1. 1856, 1852. GS 135:8. 1869, 39:1. GL 149:8. 1889, 63:1. PS 150:8. 1915, 80:1. PL 228:2. RL 277:2.
296:31 Payment for Stock.
No note or obligation given by a stockholder, whether secured by pledge or otherwise, shall be considered as payment for any part of the capital stock.
Source. 1846, 321:2. CS 147:1. GS 135:9. GL 149:9. PS 150:9. PL 228:4. RL 277:4.
Stockholders in railroads shall be liable only to the amount of the par value of their stock therein and not otherwise.
Source. 1869, 39:1. GL 149:8. 1889, 63:1. PS 150:8. 1915, 80:1. PL 228:3. RL 277:3.
296:33 Lists of Stockholders to be Filed.
The treasurer of every railroad corporation and the clerk of every other dividend paying corporation, except banks, until its capital stock is fully paid in and a certificate thereof filed and recorded, shall annually, on or before March first, cause to be filed and recorded, in the office of the clerk of the town or city in which the corporation has its principal place of business a list of the names and places of residence of all its stockholders certified under oath.
Source. 1846, 322:1. CS 147:8. 1860, 2353:4. GS 135:16. GL 149:16. PS 150:10. 1911, 159:1. PL 228:5. RL 277:5.
296:34 Penalty, Neglect.
If any such treasurer or clerk shall neglect to make such return he shall be guilty of a violation.
Source. 1846, 322:4. CS 147:11. 1860, 2353:4. GS 135:18. GL 149:18. PS 150:12. 1911, 159:1. PL 228:6. RL 177:6. RSA 296:34. 1973, 531:99, eff. Oct. 31, 1973 at 11:59 p.m.
296:35 Penalty, Wilful Fault.
If any treasurer or clerk of the corporation shall wilfully omit or refuse to return the list, or to deliver to any stockholder such certificate, with intent to delay or defraud any stockholder or creditor of the corporation, he shall be guilty of a class B felony.
Source. 1846, 322:5. CS 147:12. 1860, 2353:4. GS 135:19. GL 149:19. PS 150:13. PL 228:8. RL 277:8. RSA 296:35. 1973, 528:191, eff. Oct. 31, 1973 at 11:59 p.m.
296:36 Effect of Return.
Any person whose name shall be returned on the list shall be deemed a stockholder in the corporation until he shall cause to be filed and recorded by the town clerk a certificate of the transfer of all his stock, the time of such transfer and the names and places of residence of the persons to whom he sold, signed by the treasurer or clerk of the corporation, which certificate shall be made and delivered to him by such treasurer or clerk upon request, at any time after the transfers are delivered to him for record.
Source. 1846, 322:2. CS 147:9. 1860, 2353:4. GS 135:17. GL 149:17. PS 150:11. PL 228:7. RL 277:7.
296:37 Certificate That Stock is Fully Paid.
The directors and treasurer of every corporation, whose object is a dividend of profits, within 30 days after the whole amount of the capital stock fixed and limited by the corporation shall have been paid in, shall make and subscribe a certificate, under oath, of that fact and cause it to be recorded in the office of the clerk of the city or town where the corporation has its principal place of business.
Source. RS 141:15-17. CS 149:15-17. GS 135:20. GL 149:20. PS 150:14. PL 228:9. RL 277:9.
296:38 Liability for Failure to File.
If they neglect so to do they shall be liable for all the debts of the corporation contracted after the expiration of said 30 days and before such certificate shall be so made and recorded.
Source. RS 141:15-17. CS 149:15-17. GS 135:20. GL 149:20. PS 150:14. PL 228:10. RL 277:10.
296:39 Place of Filing.
If any such corporation has no place of business in this state all certificates and other papers required by law to be filed or recorded in the town clerk's office shall be so filed or recorded in the office of the secretary of state.
Source. CS 147:13. GS 135:10. GL 149:10. 1889, 14:1. PS 150:15. PL 228:11. RL 277:11.
296:40 False Certificates, Etc.
If any certificate, return or notice made or given in pursuance of the provisions of this subdivision shall be false in any material representation, all the officers who signed the same, knowing it to be so or without due inquiry, shall be individually liable for all the debts of the corporation contracted while they were in office.
Source. 1846, 321:1. CS 147:1, 7. GS 135:14. GL 149:14. PS 150:19. PL 228:12. RL 277:12.
296:41 Executors, Etc.
No person holding stock as executor, administrator, guardian or trustee, and no person holding stock as collateral security, shall be thereby personally subject to any liabilities as a stockholder; but the person pledging the stock shall be so liable, and the estate and funds in the hands of such executor, administrator, guardian or trustee shall be liable to the same extent as a holder thereof in his own right would be liable.
Source. RS 146:22. CS 147:2. GS 135:13. GL 149:13. PS 150:20. PL 228:13. RL 277:13.
Any stockholder who has voluntarily paid a debt or liability of a corporation, after demand for payment thereof, which he was legally holden to pay, may have contribution by a bill in equity against the other stockholders for such sum as he ought equitably to recover; but no director, officer or stockholder who advised or consented to any act in violation of the provisions of this subdivision shall recover against any stockholder who did not advise or consent thereto.
Source. RS 146:5. 1843, 37:4. CS 147:6. 1857, 1962. GS 135:15. GL 149:15. PS 150:21. PL 228:14. RL 277:14.
296:43 Recovery From Corporation.
Any officer of a corporation, who shall have paid a debt or liability of the corporation for which he is made liable by the provisions of this subdivision, may recover the amount so paid in a bill against the corporation; but he shall have no claim against the stockholders individually therefor.
Source. RS 141:30. CS 149:30. GS 135:21. GL 149:21. PS 150:22. PL 228:15. RL 277:15.