New Hampshire Revised Statutes 293-A:14.21 – Procedure for and Effect of Administrative Dissolution
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(a) If the secretary of state determines that one or more grounds exist under N.H. Rev. Stat. § 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 N.H. Rev. Stat. § 293-A:14.05 and notify claimants under N.H. Rev. Stat. § 293-A:14.06 and N.H. Rev. Stat. § 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 N.H. Rev. Stat. § 293-A:14.21(a) on grounds set forth in N.H. Rev. Stat. § 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 N.H. Rev. Stat. § 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 N.H. Rev. Stat. § 293-A:14.21(f), any administrative dissolution by the secretary of state on grounds set forth in N.H. Rev. Stat. § 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 N.H. Rev. Stat. § 293-A:14.22, N.H. Rev. Stat. § 293-A:14.22-a, or N.H. Rev. Stat. § 293-A:14.23.
(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.
Terms Used In New Hampshire Revised Statutes 293-A:14.21
- Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Docket: A log containing brief entries of court proceedings.
- following: when used by way of reference to any section of these laws, shall mean the section next preceding or following that in which such reference is made, unless some other is expressly designated. See New Hampshire Revised Statutes 21:13
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- person: may extend and be applied to bodies corporate and politic as well as to individuals. See New Hampshire Revised Statutes 21:9
- state: when applied to different parts of the United States, may extend to and include the District of Columbia and the several territories, so called; and the words "United States" shall include said district and territories. See New Hampshire Revised Statutes 21:4
(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 N.H. Rev. Stat. § 293-A:14.05 and notify claimants under N.H. Rev. Stat. § 293-A:14.06 and N.H. Rev. Stat. § 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 N.H. Rev. Stat. § 293-A:14.21(a) on grounds set forth in N.H. Rev. Stat. § 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 N.H. Rev. Stat. § 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 N.H. Rev. Stat. § 293-A:14.21(f), any administrative dissolution by the secretary of state on grounds set forth in N.H. Rev. Stat. § 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 N.H. Rev. Stat. § 293-A:14.22, N.H. Rev. Stat. § 293-A:14.22-a, or N.H. Rev. Stat. § 293-A:14.23.