New Hampshire Dissolution Package to Dissolve Corporation
DISSOLUTION OF A CORPORATION
NEW HAMPSHIRE
STATUTORY REFERENCE
NEW HAMPSHIRE REVISED STATUTES, §§ 293A:14.01 through 293A:14.40
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A New Hampshire corporation may be dissolved either voluntarily, administratively,
or judicially. THIS SUMMARY ADDRESSES ONLY VOLUNTARY DISSOLUTION.
A majority of the incorporators or initial directors of a corporation
that has not issued shares or has not commenced business may dissolve the
corporation by delivering to the secretary of state for filing articles
of dissolution that set forth:
(1) The name of the corporation.
(2) The date of its incorporation.
(3) Either:
(i) That none of the corporation's shares has been issued; or
(ii) That the corporation has not commenced business.
(4) That no debt of the corporation remains unpaid.
(5) That the net assets of the corporation remaining after winding
up have been distributed to the shareholders, if shares were issued.
(6) That a majority of the incorporators or initial directors authorized
the dissolution.
A corporation's board of directors may propose dissolution for submission
to the shareholders. For a proposal to dissolve to be adopted:
(1) The board of directors must recommend dissolution to the
shareholders unless the board of directors determines that because of conflict
of interest or other special circumstances it should make no recommendation
and communicates the basis for its determination to the shareholders; and
(2) The shareholders entitled to vote must approve the proposal to
dissolve. Unless the articles of incorporation or the board of directors
require a greater vote or a vote by voting groups, the proposal to dissolve
to be adopted must be approved by a majority of all the votes entitled
to be cast on that proposal.
The board of directors may condition its submission of the proposal for
dissolution on any basis.
The corporation must notify each shareholder, whether or not entitled
to vote, of the proposed shareholders' meeting in accordance with RSA 293-A:7.05.
The notice must also state that the purpose, or one of the purposes, of
the meeting is to consider dissolving the corporation.
At any time after dissolution is authorized, the corporation may dissolve
by delivering to the secretary of state for filing articles of dissolution
setting forth:
(1) The name of the corporation.
(2) The date dissolution was authorized.
(3) If dissolution was approved by the shareholders:
(i) The number of votes entitled to be cast on the proposal
to dissolve; and
(ii) Either the total number of votes cast for and against dissolution
or the total number of undisputed votes cast for dissolution and a statement
that the number cast for dissolution was sufficient for approval.
(4) If voting by voting groups was required, the information required must
be separately provided for each voting group entitled to vote separately
on the plan to dissolve.
(5) A certificate of mailing of a copy of the articles of dissolution
to the department of revenue.
A corporation is dissolved effective as of the date of filing its
articles of dissolution.
A dissolved corporation continues its corporate existence but may not
carry on any business except that appropriate to wind up and liquidate
its business and affairs, including:
(1) Collecting its assets.
(2) Disposing of its properties that will not be distributed in kind
to its shareholders.
(3) Discharging or making provision for discharging its liabilities.
(4) Distributing its remaining property among its shareholders according
to their interests.
(5) Doing every other act necessary to wind up and liquidate its business
and affairs.
Prior to making any distribution of its remaining property among its shareholders
according to their interests, the corporation must first obtain a certificate
of dissolution from the department of revenue administration in accordance
with RSA 77-A:18 and RSA 77-E:12.
Dissolution of a corporation does not:
(1) Transfer title to the corporation's property.
(2) Prevent transfer of its shares or securities, although the authorization
to dissolve may provide for closing the corporation's share transfer records.
(3) Subject its directors or officers to standards of conduct different
from those prescribed in RSA 293-A:8.01 through 293-A:8.58.
(4) Change quorum or voting requirements for its board of directors
or shareholders; change provisions for selection, resignation, or removal
of its directors or officers or both; or change provisions for amending
its bylaws.
(5) Prevent commencement of a proceeding by or against the corporation
in its corporate name.
(6) Abate or suspend a proceeding pending by or against the corporation
on the effective date of dissolution.
(7) Terminate the authority of the registered agent of the corporation.
A dissolved corporation may dispose of the known claims against it by notifying
its known claimants in writing of the dissolution at any time after its
effective date. The written notice must:
(1) Describe information that must be included in a claim;
(2) Provide a mailing address where a claim may be sent;
(3) State the deadline, which may not be fewer than 120 days from the
effective date of the written notice, by which the dissolved corporation
must receive the claim; and
(4) State that the claim will be barred if not received by the deadline.
A claim against the dissolved corporation is barred if a claimant who was
given this written notice does not deliver the claim to the dissolved corporation
by the deadline or if a claimant whose claim was rejected by the dissolved
corporation does not commence a proceeding to enforce the claim within
90 days after the effective date of the rejection notice.
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an event occurring after the effective date of dissolution.
A dissolved corporation may also publish notice of its dissolution and
request that persons with claims against the corporation present them in
accordance with the notice. The notice must:
(1) Be published one time in a newspaper of general circulation
in the county where the dissolved corporation's principal office, or, if
none in this state, its registered office, is or was last located;
(2) Describe the information that must be included in a claim and provide
a mailing address where the claim may be sent; and
(3) State that a claim against the corporation will be barred unless
a proceeding to enforce the claim is commenced within 5 years after the
publication of the notice.
If a dissolved corporation publishes a newspaper notice in accordance with
the statutory provisions, the claim of each of the following claimants
is barred unless the claimant commences a proceeding to enforce the claim
against the dissolved corporation within 5 years after the publication
date of the newspaper notice:
(1) A claimant who did not receive written notice under RSA
293-A:14.06;
(2) A claimant whose claim was timely sent to the dissolved corporation
but not acted on;
(3) A claimant whose claim is contingent or based on an event occurring
after the effective date of dissolution.
A claim may be enforced against a dissolved corporation, to the extent
of its undistributed assets or, if the assets have been distributed in
liquidation, against a shareholder of the dissolved corporation to the
extent of his pro rata share of the claim or the corporate assets distributed
to him in liquidation, whichever is less. A shareholder's total liability
for all claims may not exceed the total amount of assets distributed to
him.
Assets of a dissolved corporation that should be transferred to a creditor,
claimant, or shareholder of the corporation who cannot be found or who
is not competent to receive them must be reduced to cash and be reported
as unclaimed property and be held subject to the provisions of
RSA 471-C.
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