293-A:1.01 Short Title
293-A:1.02 Reservation of Power to Amend or Repeal
293-A:1.20 Requirements for Documents; Extrinsic Facts
293-A:1.21 Forms
293-A:1.21-a Online Filing
293-A:1.22 Filing, Service, and Copying Fees
293-A:1.23 Effective Time and Date of Document
293-A:1.24 Correcting Filed Document
293-A:1.25 Filing Duty of Secretary of State
293-A:1.26 Appeal From Secretary of State’s Refusal to File Document
293-A:1.27 Evidentiary Effect of Copy of Filed Document
293-A:1.28 Certificate of Existence
293-A:1.29 Penalty for Signing False Document
293-A:1.30 Powers
293-A:1.31 to 293-A:1.34 Repealed
293-A:1.35 Assessment and Collection of Annual Fees
293-A:1.36 Penalties Imposed
293-A:1.37 Administration
293-A:1.38 Interrogatories by Secretary of State, Penalties
293-A:1.40 Act Definitions
293-A:1.41 Notices and Other Communications
293-A:1.42 Number of Shareholders
293-A:1.43 Qualified Director
293-A:1.44 Householding
293-A:2.01 Incorporators
293-A:2.02 Articles of Incorporation
293-A:2.03 Incorporation
293-A:2.04 Liability for Preincorporation Transactions
293-A:2.05 Organization of Corporation
293-A:2.06 Bylaws
293-A:2.07 Emergency Bylaws
293-A:3.01 Purposes
293-A:3.02 General Powers
293-A:3.03 Emergency Powers
293-A:3.04 Ultra Vires
293-A:3.05 Trust Powers
293-A:4.01 Corporate Name
293-A:4.02 Reserved Name
293-A:4.03 Registered Name
293-A:5.01 Registered Office and Registered Agent
293-A:5.02 Change of Registered Office or Registered Agent
293-A:5.03 Resignation of Registered Agent
293-A:5.04 Service on Corporation
293-A:6.01 Authorized Shares
293-A:6.02 Terms of Class or Series Determined by Board of Directors
293-A:6.03 Issued and Outstanding Shares
293-A:6.04 Fractional Shares
293-A:6.20 Subscription for Shares Before Incorporation
293-A:6.21 Issuance of Shares
293-A:6.22 Liability of Shareholders
293-A:6.23 Share Dividends
293-A:6.24 Share Options
293-A:6.25 Form and Content of Certificates
293-A:6.26 Shares Without Certificates
293-A:6.27 Restriction on Transfer of Shares and Other Securities
293-A:6.28 Expense of Issue
293-A:6.30 Shareholders’ Preemptive Rights
293-A:6.31 Corporation’s Acquisition of Its Own Shares
293-A:6.40 Distributions to Shareholders
293-A:7.01 Annual Meeting
293-A:7.02 Special Meeting
293-A:7.03 Court-Ordered Meeting
293-A:7.04 Action Without Meeting
293-A:7.05 Notice of Meeting
293-A:7.06 Waiver of Notice
293-A:7.07 Record Date
293-A:7.08 Conduct of the Meeting
293-A:7.09 Remote Participation in Annual and Special Meetings
293-A:7.20 Shareholders’ List for Meeting
293-A:7.21 Voting Entitlement of Shares
293-A:7.22 Proxies
293-A:7.23 Shares Held by Nominees
293-A:7.24 Corporation’s Acceptance of Votes
293-A:7.25 Quorum and Voting Requirements for Voting Groups
293-A:7.26 Action by Single and Multiple Voting Groups
293-A:7.27 Greater Quorum or Voting Requirements
293-A:7.28 Voting for Directors; Cumulative Voting
293-A:7.30 Voting Trusts
293-A:7.31 Voting Agreements
293-A:7.32 Shareholder Agreements
293-A:7.40 Definitions
293-A:7.41 Standing
293-A:7.42 Demand
293-A:7.43 Stay of Proceedings
293-A:7.44 Dismissal
293-A:7.45 Discontinuance or Settlement
293-A:7.46 Payment of Expenses
293-A:7.47 Applicability to Foreign Corporations
293-A:7.48 Shareholder Action to Appoint Custodian or Receiver
293-A:8.01 Requirement for and Functions of Board of Directors
293-A:8.02 Qualifications of Directors
293-A:8.03 Number and Election of Directors
293-A:8.04 Election of Directors by Certain Classes of Shareholders
293-A:8.05 Terms of Directors Generally
293-A:8.06 Staggered Terms for Directors
293-A:8.07 Resignation of Directors
293-A:8.08 Removal of Directors by Shareholders
293-A:8.09 Removal of Directors by Judicial Proceeding
293-A:8.10 Vacancy on Board
293-A:8.11 Compensation of Directors
293-A:8.20 Meetings
293-A:8.21 Action Without Meeting
293-A:8.22 Notice of Meeting
293-A:8.23 Waiver of Notice
293-A:8.24 Quorum and Voting
293-A:8.25 Committees
293-A:8.26 Submission of Matters for Shareholder Vote
293-A:8.30 Standards of Conduct for Directors
293-A:8.31 [Reserved.]
293-A:8.32 [Reserved.]
293-A:8.33 Directors’ Liability for Unlawful Distributions
293-A:8.40 Officers
293-A:8.41 Functions of Officers
293-A:8.42 Standards of Conduct for Officers
293-A:8.43 Resignation and Removal of Officers
293-A:8.44 Contract Rights of Officers
293-A:8.50 Subdivision Definitions
293-A:8.51 Permissible Indemnification
293-A:8.52 Mandatory Indemnification
293-A:8.53 Advance for Expenses
293-A:8.54 Court-Ordered Indemnification and Advance for Expenses
293-A:8.55 Determination and Authorization of Indemnification
293-A:8.56 Indemnification of Officers
293-A:8.57 Insurance
293-A:8.58 Variation by Corporate Action; Application of Subdivision
293-A:8.59 Exclusivity of Subdivision
293-A:8.60 Subdivision Definitions
293-A:8.61 Judicial Action
293-A:8.62 Directors’ Action
293-A:8.63 Shareholders’ Action
293-A:8.70 Business Opportunities
293-A:9.01 Excluded Transactions
293-A:9.02 Required Approvals
293-A:9.20 Domestication
293-A:9.21 Action on a Plan of Domestication
293-A:9.22 Articles of Domestication
293-A:9.23 Surrender of Charter Upon Domestication
293-A:9.24 Effect of Domestication
293-A:9.25 Abandonment of a Domestication
293-A:9.50 Entity Conversion Authorized; Definitions
293-A:9.51 Plan of Entity Conversion
293-A:9.52 Action on a Plan of Entity Conversion
293-A:9.53 Articles of Entity Conversion
293-A:9.54 Surrender of Charter Upon Conversion
293-A:9.55 Effect of Entity Conversion
293-A:9.56 Abandonment of an Entity Conversion
293-A:10.01 Authority to Amend
293-A:10.02 Amendment Before Issuance of Shares
293-A:10.03 Amendment by Board of Directors and Shareholders
293-A:10.04 Voting on Amendments by Voting Groups
293-A:10.05 Amendment by Board of Directors
293-A:10.06 Articles of Amendment
293-A:10.07 Restated Articles of Incorporation
293-A:10.08 Amendment Pursuant to Reorganization
293-A:10.09 Effect of Amendment
293-A:10.20 Amendment by Board of Directors or Shareholders
293-A:10.21 Bylaw Increasing Quorum or Voting Requirement for Directors
293-A:10.22 Bylaw Provisions Relating to the Election of Directors
293-A:11.01 Definitions
293-A:11.02 Merger
293-A:11.03 Share Exchange
293-A:11.04 Action on a Plan of Merger or Share Exchange
293-A:11.05 Merger Between Parent and Subsidiary or Between Subsidiaries
293-A:11.06 Articles of Merger or Share Exchange
293-A:11.07 Effect of Merger or Share Exchange
293-A:11.08 Abandonment of a Merger or Share Exchange
293-A:12.01 Disposition of Assets Not Requiring Shareholder Approval
293-A:12.02 Shareholder Approval of Certain Dispositions
293-A:13.01 Definitions
293-A:13.02 Right to Appraisal
293-A:13.03 Assertion of Rights by Nominees and Beneficial Owners
293-A:13.20 Notice of Appraisal Rights
293-A:13.21 Notice of Intent to Demand Payment and Consequences of Voting or Consenting
293-A:13.22 Appraisal Notice and Form
293-A:13.23 Perfection of Rights; Right to Withdraw
293-A:13.24 Payment
293-A:13.25 After-Acquired Shares
293-A:13.26 Procedure if Shareholder Dissatisfied With Payment or Offer
293-A:13.30 Court Action
293-A:13.31 Court Costs and Expenses
293-A:13.40 Other Remedies Limited
293-A:14.01 Dissolution by Incorporators or Initial Directors
293-A:14.02 Dissolution by Board of Directors and Shareholders
293-A:14.03 Articles of Dissolution
293-A:14.04 Revocation of Dissolution
293-A:14.05 Effect of Dissolution
293-A:14.06 Known Claims Against Dissolved Corporation
293-A:14.07 Other Claims Against Dissolved Corporation
293-A:14.08 Court Proceedings
293-A:14.09 Director Duties
293-A:14.20 Grounds for Administrative Dissolution
293-A:14.21 Procedure for and Effect of Administrative Dissolution
293-A:14.22 Reinstatement Following Administrative Dissolution
293-A:14.22-a Late Reinstatement
293-A:14.23 Appeal From Denial of Reinstatement
293-A:14.30 Grounds for Judicial Dissolution
293-A:14.31 Procedure for Judicial Dissolution
293-A:14.32 Receivership or Custodianship
293-A:14.33 Decree of Dissolution
293-A:14.34 Election to Purchase in Lieu of Dissolution
293-A:15.01 Authority to Transact Business Required
293-A:15.02 Consequences of Transacting Business Without Authority
293-A:15.03 Application for Certificate of Authority
293-A:15.04 Amended Certificate of Authority
293-A:15.05 Effect of Certificate of Authority
293-A:15.06 Corporate Name of Foreign Corporation
293-A:15.07 Registered Office and Registered Agent of Foreign Corporation
293-A:15.08 Change of Registered Office or Registered Agent of Foreign Corporation
293-A:15.09 Resignation of Registered Agent of Foreign Corporation
293-A:15.10 Service on Foreign Corporation
293-A:15.20 Withdrawal of Foreign Corporation
293-A:15.21 Automatic Withdrawal Upon Certain Conversions
293-A:15.22 Withdrawal Upon Conversion to a Nonfiling Entity
293-A:15.23 Transfer of Authority
293-A:15.30 Grounds for Revocation
293-A:15.31 Procedure for and Effect of Revocation
293-A:15.32 Appeal From Revocation
293-A:16.01 Corporate Records
293-A:16.02 Inspection of Records by Shareholders
293-A:16.03 Scope of Inspection Right
293-A:16.04 Court-Ordered Inspection
293-A:16.05 Inspection of Records by Directors
293-A:16.06 Exception to Notice Requirement
293-A:16.20 Financial Statements for Shareholders
293-A:16.21 Annual Report for Secretary of State
293-A:17.01 Application to Existing Domestic Corporations
293-A:17.02 Application to Qualified Foreign Corporations
293-A:17.03 Saving Provisions
293-A:17.04 Severability

Terms Used In New Hampshire Revised Statutes > Chapter 293-A - New Hampshire Business Corporation Act

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • 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.
  • Appraisal: A determination of property value.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • bylaw: when used in reference to legislative action taken by a city, town, county or village district shall have the same meaning as an ordinance and shall be subject to the same procedures for enactment. See New Hampshire Revised Statutes 21:45
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • Conviction: A judgement of guilt against a criminal defendant.
  • 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.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Dependent: A person dependent for support upon another.
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Docket: A log containing brief entries of court proceedings.
  • Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Escrow: Money given to a third party to be held for payment until certain conditions are met.
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Executor: A male person named in a will to carry out the decedent
  • Fiduciary: A trustee, executor, or administrator.
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • 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
  • Fraud: Intentional deception resulting in injury to another.
  • governing body: shall mean the board of selectmen in a town, the board of aldermen or council in a city or town with a town council, the school board in a school district or the village district commissioners in a village district, or when used to refer to unincorporated towns or unorganized places, or both, the county commissioners. See New Hampshire Revised Statutes 21:48
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
  • Interrogatories: Written questions asked by one party of an opposing party, who must answer them in writing under oath; a discovery device in a lawsuit.
  • 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.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • Misdemeanor: Usually a petty offense, a less serious crime than a felony, punishable by less than a year of confinement.
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Oversight: Committee review of the activities of a Federal agency or program.
  • 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: may extend and be applied to bodies corporate and politic as well as to individuals. See New Hampshire Revised Statutes 21:9
  • Personal property: All property that is not real property.
  • petition: when used in connection with the equity jurisdiction of the superior court, and referring to a document filed with the court, shall mean complaint, and "petitioner" shall mean plaintiff. See New Hampshire Revised Statutes 21:51
  • petitioner: shall mean plaintiff. See New Hampshire Revised Statutes 21:51
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
  • Quorum: The number of legislators that must be present to do business.
  • 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.
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
  • Right of rescission: Right to cancel, within three business days, a contract that uses the home of a person as collateral, except in the case of a first mortgage loan. There is no fee to the borrower, who receives a full refund of all fees paid. The right of rescission is guaranteed by the Truth in Lending Act (TILA). Source: OCC
  • seal: shall include an impression of the official seal made upon the paper alone, as well as an impression thereof made by means of wax, or a wafer, affixed thereto. See New Hampshire Revised Statutes 21:11
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • 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
  • Statute: A law passed by a legislature.
  • Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
  • Trustee: A person or institution holding and administering property in trust.
  • United States: shall include said district and territories. See New Hampshire Revised Statutes 21:4
  • Venue: The geographical location in which a case is tried.