New Hampshire Revised Statutes 293-B:25 – Domestication of Non-United States Entities
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I. As used in this section, “non-United States entity” means a foreign investment trust other than one formed under the laws of a state, or a corporation, a limited liability company, a business trust or association, a statutory trust, a real estate investment trust, a common-law trust, or any other unincorporated business, including a partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership), formed, incorporated, created, or that otherwise came into being under the laws of any foreign country or other foreign jurisdiction other than any state.
II. Any non-United States entity may become domesticated as a New Hampshire investment trust by complying with paragraph VII of this section and filing with the secretary of state in accordance with N.H. Rev. Stat. § 293-B:14:
(a) A certificate of New Hampshire investment trust domestication that has been executed in accordance with N.H. Rev. Stat. § 293-B:13; and
(b) A certificate of trust that complies with N.H. Rev. Stat. § 293-B:12 and has been executed in accordance with N.H. Rev. Stat. § 293-B:13.
III. The certificate of New Hampshire investment trust domestication shall state:
(a) The date on which and jurisdiction where the non-United States entity was first formed, incorporated, created, or otherwise came into being;
(b) The name of the non-United States entity immediately prior to the filing of the certificate of New Hampshire investment trust domestication;
(c) The name of the New Hampshire investment trust as set forth in the certificate of trust filed in accordance with paragraph II of this section;
(d) The future effective date or time, which shall be a date or time certain, of the domestication as a New Hampshire investment trust if it is not to be effective upon the filing of the certificate of New Hampshire investment trust domestication and the certificate of trust; and
(e) The jurisdiction that constituted the seat, siege social, or principal place of business or central administration of the non-United States entity, or any other equivalent thereto under applicable law, immediately prior to the filing of the certificate of New Hampshire investment trust domestication.
IV. Upon the filing with the secretary of state of the certificate of New Hampshire investment trust domestication and the certificate of trust or upon the future effective date or time of the certificate of New Hampshire investment trust domestication and the certificate of trust, the non-United States entity shall be domesticated as a New Hampshire investment trust in the state of New Hampshire and the New Hampshire investment trust shall thereafter be subject to all of the provisions of this chapter, except that notwithstanding N.H. Rev. Stat. § 293-B:12, II, the existence of the New Hampshire investment trust shall be deemed to have commenced on the date the non-United States entity commenced its existence in the jurisdiction in which the non-United States entity was first formed, incorporated, created, or otherwise came into being.
V. The domestication of any non-United States entity as a New Hampshire investment trust shall not be deemed to affect any obligations or liabilities of the non-United States entity incurred prior to its domestication as a New Hampshire investment trust, or the personal liability of any person therefor.
VI. The filing of a certificate of New Hampshire investment trust domestication shall not affect the choice of law applicable to the non-United States entity, except that from the effective date or time of the domestication, the law of the state of New Hampshire, including the provisions of this chapter, shall apply to the non-United States entity to the same extent as if the non-United States entity had been formed as a New Hampshire investment trust on that date.
VII. Prior to filing a certificate of New Hampshire investment trust domestication with the secretary of state, the domestication shall be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the non-United States entity and the conduct of its business or by applicable non-New Hampshire law, as appropriate, and a governing instrument shall be approved by the same authorization required to approve the domestication.
VIII. When any domestication shall have become effective under this section, for all purposes of the laws of the state of New Hampshire, all of the rights, privileges, and powers of the non-United States entity that has been domesticated, and all property, real, personal, and mixed, and all debts due to such non-United States entity, as well as all other things and causes of action belonging to such non-United States entity, shall remain vested in the New Hampshire investment trust to which such non-United States entity has been domesticated and shall be the property of such New Hampshire investment trust, and the title to any real property vested by deed or otherwise in such non-United States entity shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of such non-United States entity shall be preserved unimpaired, and all debts, liabilities, and duties of the non-United States entity that has been domesticated shall remain attached to the New Hampshire investment trust to which such non-United States entity has been domesticated, and may be enforced against it to the same extent as if said debts, liabilities, and duties had originally been incurred or contracted by it in its capacity as a New Hampshire investment trust. The rights, privileges, powers, and interests in property of the non-United States entity, as well as the debts, liabilities, and duties of the non-United States entity, shall not be deemed, as a consequence of the domestication, to have been transferred to the New Hampshire investment trust to which such non-United States entity has domesticated for any purpose of the laws of the state of New Hampshire, provided that this sentence shall not limit any of the foregoing provisions of this paragraph.
IX. When a non-United States entity has become domesticated as a New Hampshire investment trust pursuant to this section, the New Hampshire investment trust shall, for all purposes of the laws of the state of New Hampshire, be deemed to be the same entity as the domesticating non-United States entity. Unless otherwise agreed, for all purposes of the laws of the state of New Hampshire, the domesticating non-United States entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the domestication shall not be deemed to constitute a dissolution of such non-United States entity and shall constitute a continuation of the existence of the domesticating non-United States entity in the form of a New Hampshire investment trust. If, following domestication, a non-United States entity that has become domesticated as a New Hampshire investment trust continues its existence in the foreign country or other foreign jurisdiction in which it was existing immediately prior to domestication, the New Hampshire investment trust and such non-United States entity shall, for all purposes of the laws of the state of New Hampshire, constitute a single entity formed, incorporated, created, or otherwise having come into being, as applicable, and existing under the laws of the state of New Hampshire and the laws of such foreign country or other foreign jurisdiction.
X. In connection with a domestication hereunder, rights or securities of, or interests in, the non-United States entity that is to be domesticated as a New Hampshire investment trust may be exchanged for or converted into cash, property, rights or securities of, or interests in, such New Hampshire investment trust or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, an other New Hampshire investment trust or other entity or may be cancelled.
II. Any non-United States entity may become domesticated as a New Hampshire investment trust by complying with paragraph VII of this section and filing with the secretary of state in accordance with N.H. Rev. Stat. § 293-B:14:
Terms Used In New Hampshire Revised Statutes 293-B:25
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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.
- Deed: The legal instrument used to transfer title in real property from one person to another.
- 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
- Foreign investment trust: means an investment trust formed under the laws of any state or under the laws of any foreign country or other foreign jurisdiction and denominated as such under the laws of such state or foreign country or other foreign jurisdiction. See New Hampshire Revised Statutes 293-B:2
- Governing instrument: means any instrument (whether referred to as a trust agreement, declaration of trust, or otherwise) which creates a New Hampshire investment trust or provides for the governance of the affairs of the New Hampshire investment trust and the conduct of its investment activities. See New Hampshire Revised Statutes 293-B:2
- 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.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- New Hampshire investment trust: means a "qualified investment company" as defined in N. See New Hampshire Revised Statutes 293-B:2
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Person: means a natural person, partnership, limited partnership, limited liability company, trust, statutory trust, estate, association, corporation, government (including a country, state, county or any other governmental subdivision, agency or instrumentality), custodian, nominee or any other individual or entity (or series thereof) in its own or any representative capacity, in each case, whether domestic or foreign. See New Hampshire Revised Statutes 293-B:2
- real estate: shall include lands, tenements, and hereditaments, and all rights thereto and interests therein. See New Hampshire Revised Statutes 21:21
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- 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
(a) A certificate of New Hampshire investment trust domestication that has been executed in accordance with N.H. Rev. Stat. § 293-B:13; and
(b) A certificate of trust that complies with N.H. Rev. Stat. § 293-B:12 and has been executed in accordance with N.H. Rev. Stat. § 293-B:13.
III. The certificate of New Hampshire investment trust domestication shall state:
(a) The date on which and jurisdiction where the non-United States entity was first formed, incorporated, created, or otherwise came into being;
(b) The name of the non-United States entity immediately prior to the filing of the certificate of New Hampshire investment trust domestication;
(c) The name of the New Hampshire investment trust as set forth in the certificate of trust filed in accordance with paragraph II of this section;
(d) The future effective date or time, which shall be a date or time certain, of the domestication as a New Hampshire investment trust if it is not to be effective upon the filing of the certificate of New Hampshire investment trust domestication and the certificate of trust; and
(e) The jurisdiction that constituted the seat, siege social, or principal place of business or central administration of the non-United States entity, or any other equivalent thereto under applicable law, immediately prior to the filing of the certificate of New Hampshire investment trust domestication.
IV. Upon the filing with the secretary of state of the certificate of New Hampshire investment trust domestication and the certificate of trust or upon the future effective date or time of the certificate of New Hampshire investment trust domestication and the certificate of trust, the non-United States entity shall be domesticated as a New Hampshire investment trust in the state of New Hampshire and the New Hampshire investment trust shall thereafter be subject to all of the provisions of this chapter, except that notwithstanding N.H. Rev. Stat. § 293-B:12, II, the existence of the New Hampshire investment trust shall be deemed to have commenced on the date the non-United States entity commenced its existence in the jurisdiction in which the non-United States entity was first formed, incorporated, created, or otherwise came into being.
V. The domestication of any non-United States entity as a New Hampshire investment trust shall not be deemed to affect any obligations or liabilities of the non-United States entity incurred prior to its domestication as a New Hampshire investment trust, or the personal liability of any person therefor.
VI. The filing of a certificate of New Hampshire investment trust domestication shall not affect the choice of law applicable to the non-United States entity, except that from the effective date or time of the domestication, the law of the state of New Hampshire, including the provisions of this chapter, shall apply to the non-United States entity to the same extent as if the non-United States entity had been formed as a New Hampshire investment trust on that date.
VII. Prior to filing a certificate of New Hampshire investment trust domestication with the secretary of state, the domestication shall be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the non-United States entity and the conduct of its business or by applicable non-New Hampshire law, as appropriate, and a governing instrument shall be approved by the same authorization required to approve the domestication.
VIII. When any domestication shall have become effective under this section, for all purposes of the laws of the state of New Hampshire, all of the rights, privileges, and powers of the non-United States entity that has been domesticated, and all property, real, personal, and mixed, and all debts due to such non-United States entity, as well as all other things and causes of action belonging to such non-United States entity, shall remain vested in the New Hampshire investment trust to which such non-United States entity has been domesticated and shall be the property of such New Hampshire investment trust, and the title to any real property vested by deed or otherwise in such non-United States entity shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of such non-United States entity shall be preserved unimpaired, and all debts, liabilities, and duties of the non-United States entity that has been domesticated shall remain attached to the New Hampshire investment trust to which such non-United States entity has been domesticated, and may be enforced against it to the same extent as if said debts, liabilities, and duties had originally been incurred or contracted by it in its capacity as a New Hampshire investment trust. The rights, privileges, powers, and interests in property of the non-United States entity, as well as the debts, liabilities, and duties of the non-United States entity, shall not be deemed, as a consequence of the domestication, to have been transferred to the New Hampshire investment trust to which such non-United States entity has domesticated for any purpose of the laws of the state of New Hampshire, provided that this sentence shall not limit any of the foregoing provisions of this paragraph.
IX. When a non-United States entity has become domesticated as a New Hampshire investment trust pursuant to this section, the New Hampshire investment trust shall, for all purposes of the laws of the state of New Hampshire, be deemed to be the same entity as the domesticating non-United States entity. Unless otherwise agreed, for all purposes of the laws of the state of New Hampshire, the domesticating non-United States entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the domestication shall not be deemed to constitute a dissolution of such non-United States entity and shall constitute a continuation of the existence of the domesticating non-United States entity in the form of a New Hampshire investment trust. If, following domestication, a non-United States entity that has become domesticated as a New Hampshire investment trust continues its existence in the foreign country or other foreign jurisdiction in which it was existing immediately prior to domestication, the New Hampshire investment trust and such non-United States entity shall, for all purposes of the laws of the state of New Hampshire, constitute a single entity formed, incorporated, created, or otherwise having come into being, as applicable, and existing under the laws of the state of New Hampshire and the laws of such foreign country or other foreign jurisdiction.
X. In connection with a domestication hereunder, rights or securities of, or interests in, the non-United States entity that is to be domesticated as a New Hampshire investment trust may be exchanged for or converted into cash, property, rights or securities of, or interests in, such New Hampshire investment trust or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, an other New Hampshire investment trust or other entity or may be cancelled.