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HB1348: relative to registration of business organizations.

Citation: 2004 HB1348

Official source

Bill details

Version history, amendments, and roll-call votes were not present in the imported local bill data.

House status: Conference Report Adopted
Senate status: Conference Report Adopted
Committee: HOUSE Committee of Conference
Hearing: 05/18/2004 at 09:15 AM
Selected version: Current official bill text

Topics

Committee of Conference Business and labor

Official links

CHAPTER 248

HB 1348-FN – FINAL VERSION

17Mar2004… 0402h

04/15/04 1121s

04/15/04 1223s

04/15/04 1227s

25May2004… 1652CofC

25May2004… 1701eba

2004 SESSION

03-2077

03/09

HOUSE BILL 1348-FN

AN ACT relative to registration of business organizations.

SPONSORS: Rep. Francoeur, Rock 85; Rep. Rogers Johnson, Rock 83; Sen. Peterson, Dist 11

COMMITTEE: Commerce

ANALYSIS

This bill makes a variety of changes to the processes for registering business organizations, including requirements for use of a name, requirements for designation of an agent, effectiveness of documents filed electronically, and procedures for service of process. This bill also changes certain filing fees for business organizations.

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Explanation: Matter added to current law appears in bold italics.

Matter removed from current law appears [in brackets and struckthrough.]

Matter which is either (a) all new or (b) repealed and reenacted appears in regular type.

17Mar2004… 0402h

04/15/04 1121s

04/15/04 1223s

04/15/04 1227s

25May2004… 1652CofC

25May2004… 1701eba

03-2077

03/09

STATE OF NEW HAMPSHIRE

In the Year of Our Lord Two Thousand Four

AN ACT relative to registration of business organizations.

Be it Enacted by the Senate and House of Representatives in General Court convened:

248:1 Voluntary Corporations and Associations; Name. RSA 292:3 is repealed and reenacted to read as follows:

292:3 Name.

I. A corporate name shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by RSA 292:1 and its articles of agreement.

II. Except as authorized by paragraphs III and IV, a corporation name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as, or likely to be confused with or mistaken for:

(a) The name of an entity incorporated, authorized, formed, or registered to do business in this state under RSA 292, RSA 293-A, RSA 293-B, RSA 294-A, RSA 301, RSA 301-A, RSA 304-A, RSA 304-B, RSA 304-C, RSA 305-A, or RSA 349.

(b) A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, RSA 304-C.

(d) The name of an agency or instrumentality of the United States or this state or a subdivision thereof.

(e) The name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the political organization.

III. A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, or likely to be confused with or mistaken for one or more of the names described in paragraph II, as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(a) The holder or holders of the name as described in paragraph II gives written consent to use the name that is not distinguishable from or likely to be confused with or mistaken for the name of the applying corporation; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

(b) The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, or likely to be confused with or mistaken for the name of the applying corporation; or

(c) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this state.

IV. A corporation may use the name, including the fictitious name, of another domestic or foreign entity that is used in this state if the other entity is incorporated, authorized, formed, or registered to transact business in this state and the proposed user corporation:

(a) Has merged with the other entity;

(b) Has been formed by reorganization of the other entity; or

V. This chapter does not control the use of fictitious names.

VI. Nothing in this section shall prohibit the owner or owners of a trade name registered under RSA 349 to form a domestic corporation under the same name as the trade name.

248:2 Voluntary Corporations and Associations; Record of Articles of Agreement, Effect. Amend RSA 292:4 to read as follows:

292:4 Record of Articles of Agreement; Effect. The articles of agreement shall be recorded [in the office of the clerk of the town in which the business of the corporation is to be carried on, and] in the office of the secretary of state. When so recorded, the signers thereof shall be a corporation, and such corporation, its officers, and members shall have all the rights and powers and be subject to all the duties and liabilities of other similar corporations incorporated under this chapter, their officers, and members, except so far as they are limited or enlarged by this chapter. Subsequent to filing with the secretary of state a copy shall be filed in the office of the clerk of the town in which the mailing address of the corporation is located.

248:3 Business Corporation Act; Filing Requirements. Amend RSA 293-A:1.20, (i) to read as follows:

(i) The document shall be delivered to the office of the secretary of state for filing and shall be accompanied by one exact or conformed copy, except as provided in RSA 293-A:5.03 and 293-A:15.09, the correct filing fee, and any franchise tax, license fee, or penalty required by this chapter or other law. Documents filed electronically need not be accompanied by an exact or conformed copy, but must be accompanied by the correct filing fee, and any franchise tax, license fee, or penalty required by this chapter or any similar chapter. Annual reports delivered for filing pursuant to RSA 293-A:16.22 need not be accompanied by an exact or conformed copy.

248:4 Business Corporation Act; Filing, Service, Copying, and Special Fees. Amend RSA 293-A:1.22 to read as follows:

293-A:1.22 Filing, Service, Copying, and Special Fees.

(a) The secretary of state shall collect the following fees for:

(1) Articles of incorporation [$35] $50

(2) Amendment of articles of incorporation $35

(3) Restatement of articles of incorporation with amendment of articles $35

(4) Articles or certificate of merger or articles of share exchange $35

(5) Articles of dissolution $35

(6) Articles of revocation of dissolution $35

(7) Application for reinstatement following administrative dissolution $135

(8) Application for certificate of authority [$35] $50

(9) Application for amended certificate of authority $35

(10) Application for certificate of withdrawal $35

(11) Articles of correction $35

(12) Late filing [$50] $25 per month

(13) Late reinstatement fee $500

(b) The secretary of state shall collect the following fees for:

(1) Application for reserved name $15

(2) Notice of transfer of reserved name $15

(3) Application for registered name $25

(4) Application for renewal of registered name $25

(5) Statement of change of registered agent or registered office, or both $15

(6) Agent’s statement of resignation No fee

(7) Certificate of judicial dissolution No fee

(8) [Certificate of revocation of authority to transact business No fee

(9)] Annual report $100

[(10)] (9) Application for certificate of existence or authorization $5

[(11)] (10) Application for certificate of existence or authorization in long form $10

[(12)] (11) Any other document required or permitted to be filed by this chapter $15

(c) The secretary of state shall collect a fee of $25 each time process is served on him or her under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if [he] the party prevails in the proceeding.

(d) The secretary of state shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation:

(1) $1 a page for copying; and

(2) $5 for the certificate.

(e) The secretary of state may collect fees for certain services, including but not limited to:

(1) Expedited service or filing requests.

(2) Direct access to corporations data.

(3) Computer tapes.

(4) Microfiche.

(5) Customized lists and reports.

(6) Corporate information via telephone-based systems or facsimile machine.

(7) Other information services.

(8) Electronic copies of data and/or images.

(f) The secretary of state may establish and collect such fees for the special services listed in subsection (e) as determined from time to time by the secretary of state.

248:5 Business Corporation Act; Effective Time and Date of Document. Amend RSA 293-A:1.23 to read as follows:

293-A:1.23 Effective Time and Date of Document.

(a) Except as provided in [subsection] subsections (b) and (c) and RSA 293-A:1.24(c), a document accepted for filing is effective:

(1) At the close of business on the date it is filed, as evidenced by the secretary of state’s date endorsement of the original document; or

(2) At the time specified in the document as its effective time on the date it is filed.

(b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.

(c) A document filed electronically shall be effective upon the date and time of acceptance by the secretary of state corporate database and application or as specified pursuant to subparagraph (b).

248:6 Business Corporation Act; Filing Duty of Secretary of State; Liability. Amend RSA 293-A:1.25, (e) to read as follows:

(e) The secretary of state and those acting on his or her behalf shall incur no liability, either personally or on behalf of the state of New Hampshire, as a result of defects or inconsistencies in the documents recorded by them under RSA 292, [293, 293-A and 296] RSA 293-A, RSA 293-B, RSA 294-A, RSA 301, RSA 301-A, RSA 304-A, RSA 304-B, RSA 304-C, RSA 305-A, or RSA 349 or as a result of negligent acts or omissions in the handling and recording of those documents.

248:7 Business Corporation Act; Definitions; Entity. Amend RSA 293-A:1.40, (9) to read as follows:

(9) “Entity’’ includes corporation and foreign corporation; not-for-profit corporation; profit and not-for-profit unincorporated association; business trust, estate, partnership, trust, limited liability company, limited liability partnership, New Hampshire investment trust, limited partnership, cooperative, and 2 or more persons having a joint or common economic interest; and state, United States, and foreign government.

248:8 Business Corporation Act; Corporate Name. RSA 293-A:4.01 is repealed and reenacted to read as follows:

293-A:4.01 Corporate Name.

(a) A corporate name shall:

(1) Contain the word “corporation,” “incorporated,” or “limited” or the abbreviation “corp.”, “inc.”, or “ltd.”, or words or abbreviations of like import in another language.

(2) Not contain language stating or implying that the corporation is organized for a purpose other than that permitted by RSA 293-A:3.01 and its articles of incorporation.

(b) Except as authorized by subsections (c) and (d) of this section, a corporate name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as, or likely to be confused with or mistaken for:

(1) The name of an entity incorporated, authorized, formed, or registered to do business in this state under RSA 292, RSA 293-A, RSA 293-B, RSA 294-A, RSA 301, RSA 301-A, RSA 304-A, RSA 304-B, RSA 304-C, RSA 305-A, or RSA 349.

(2) A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, or RSA 304-C.

(3) The fictitious name of another foreign corporation authorized to transact business in this state.

(4) The name of an agency or instrumentality of the United States or this state or a subdivision thereof.

(5) The name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the political organization.

(c) A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, or likely to be confused with or mistaken for one or more of the names described in subsection (b) of this section, as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(1) The holder or holders of the name as described in subsection (b) gives written consent to use the name that is not distinguishable from or likely to be confused with or mistaken for the name of the applying corporation; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

(2) The other entity consents to the use in writing and submits an undertaking in form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, or likely to be confused with or mistaken for the name of the applying corporation; or

(3) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this state.

(d) A corporation may use the name, including the fictitious name, of another domestic or foreign entity that is used in this state if the other entity is incorporated, authorized, formed, or registered to transact business in this state and the proposed user corporation:

(1) Has merged with the other entity;

(2) Has been formed by reorganization of the other entity; or

(3) Has acquired all or substantially all of the assets, including the name, of the other entity.

(e) This chapter does not control the use of fictitious names.

(f) Nothing in this section would prohibit the owner or owners of a trade name registered under RSA 349 to form a domestic corporation under the same name as the trade name.

(g) The secretary of state and those acting on his or her behalf shall incur no liability, either personally or on behalf of the state of New Hampshire, as a result of negligent acts or omissions in the reservation or registration of any name under this chapter or any other name registration or reservation statute, including but not limited to RSA 349, or the handling and recording of documents pertaining to such reservation or registration.

248:9 Business Corporation Act; Registered Office and Registered Agent. RSA 293-A:5.01, (2) is repealed and reenacted to read as follows:

(2) A registered agent, who may be:

(i) An individual who resides in this state and whose business office is identical with the registered office; or

(ii) A corporation organized or authorized under RSA 292, RSA 293-A, or 294-A whose business office is identical with the registered office; or

(iii) A limited liability company formed or authorized under RSA 304-C whose business office is identical with the registered office; or

(iv) A limited liability partnership formed or authorized under RSA 304-A:44 whose business office is identical with the registered office.

248:10 Business Corporation Act; Procedure for and Effect of Administrative Dissolution. Amend RSA 293-A:14.21, (d) to read as follows:

(d) The secretary of state shall not permit any other individual, corporation, or other business entity to assume the same name or a [deceptively] 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.

248:11 Business Corporation Act; Registered Office and Registered Agent of Foreign Corporation. RSA 293-A:15.07, (2) is repealed and reenacted to read as follows:

(2) A registered agent, who may be:

(i) An individual who resides in this state and whose business office is identical with the registered office; or

(ii) A corporation organized or authorized under RSA 292, RSA 293-A, or 294-A whose business office is identical with the registered office; or

(iii) A limited liability company formed or authorized under RSA 304-C whose business office is identical with the registered office; or

(iv) A limited liability partnership formed or authorized under RSA 304-A:44 whose business office is identical with the registered office.

248:12 Business Corporation Act; Issuance of Notice of Revocation. RSA 293-A:15.31 is repealed and reenacted to read as follows:

293-A:15.31 Issuance of Notice of Revocation.

(a) Upon revoking any certificate of authority, the secretary of state shall:

(1) Issue a notice of revocation; and

(2) Mail said notice to the corporation at its principal office listed on the records of the New Hampshire secretary of state.

(b) Upon the issuance of the notice of revocation, the authority of the corporation to transact business in this state shall cease.

248:13 Business Corporation Act; Appeal From Revocation. Amend RSA 293-A:15.32, (a) to read as follows:

(a) A foreign corporation may appeal the secretary of state’s revocation of its certificate of authority to the superior court within 30 days after revocation is perfected. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the secretary of state’s [certificate] notice of revocation.

248:14 New Paragraph; Investment Trusts; Execution. Amend RSA 293-B:12 by inserting after paragraph II the following new paragraph:

III. Documents filed electronically need not be accompanied by an exact or conformed copy, but must be accompanied by the correct filing fee required by this chapter.

248:15 Investment Trusts; Filing. Amend RSA 293-B:13, I to read as follows:

I. One original and one exact copy of the certificate of trust and any certificates of amendment or cancellation or any certificate of merger or consolidation shall be delivered to the secretary of state. Documents filed electronically need not be accompanied by an exact or conformed copy. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required by law [he] the secretary of state shall:

(a) Certify that the certificate of trust, the certificate of amendment, the certificate of cancellation, or the certificate of merger or consolidation has been filed in [his] the secretary of state’s office by endorsing upon the original certificate the word “Filed,’’ and the date and hour of the filing. This endorsement is conclusive of the date and time of its filing in the absence of actual fraud;

(b) File and index the endorsed certificate; and

(c) Return the exact copy or acknowledged copy, similarly endorsed, to the person who filed it or his or her representative.

248:16 Investment Trusts; Fees. RSA 293-B:14 is repealed and reenacted to read as follows:

293-B:14 Fees.

I. No documents required to be filed under this chapter shall be effective until the applicable fee required by this paragraph is paid. The secretary of state shall charge and collect the following fees:

(a) A fee of $50 for filing a certificate of trust.

(b) A fee of $35 for:

(1) Filing a certificate of amendment;

(2) Filing a certificate of cancellation; or

(3) Filing a certificate of merger or consolidation.

(1) Filing an application for reservation of name;

(2) Filing a notice of transfer of reservation; or

(3) Filing a notice of cancellation of reservation.

II. In addition to the fee provided in subparagraph I(a), the secretary of state shall charge and collect a registration fee of $50 from each New Hampshire investment trust at the time of filing a certificate of trust.

III. For the privilege of maintaining its certificate of trust in good standing and continuing to exercise its authority to transact the business of a New Hampshire investment trust in this state, the secretary of state shall charge and collect a fee of $200 from each New Hampshire investment trust established under RSA 293-B, payable on or before April 1 of each year. Each New Hampshire investment trust that fails or refuses to pay the fees required for any year on or before April 1 shall be subject to an additional fee of $25 per month.

IV. The certificate of trust of a New Hampshire investment trust may be revoked pursuant to RSA 293-A:14.21 by the secretary of state if the corporation fails to comply with any provision of this chapter applicable to it.

248:17 Investment Trusts; Use of Names Regulated. RSA 293-B:16, I is repealed and reenacted to read as follows:

I. (a) A New Hampshire investment trust name shall not contain language stating or implying that the New Hampshire investment trust is organized for a purpose other than that permitted by RSA 293-B:3 and its certificate of trust.

(b) Except as authorized by subparagraphs (c) and (d), a New Hampshire investment trust name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as, or likely to be confused with or mistaken for:

(2) A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, or RSA 304-C.

(3) The fictitious name of another foreign corporation authorized to transact business in this state.

(4) The name of an agency or instrumentality of the United States or this state or a subdivision thereof.

(5) The name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the political organization.

(c) A New Hampshire investment trust may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, or likely to be confused with or mistaken for one or more of the names described in subparagraph (b), as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(1) The holder or holders of the name as described in subparagraph (b) gives written consent to use the name that is not distinguishable from or likely to be confused with or mistaken for the name of the applying corporation; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

(2) The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, or likely to be confused with or mistaken for the name of the applying corporation; or

(d) A New Hampshire investment trust may use the name, including the fictitious name, of another domestic or foreign entity that is used in this state if the other entity is incorporated, authorized, formed, or registered to transact business in this state and the proposed user New Hampshire investment trust:

(1) Has merged with the other entity;

(2) Has been formed by reorganization of the other entity; or

(3) Has acquired all or substantially all of the assets, including the name, of the other entity.

(e) This chapter does not control the use of fictitious names.

(f) Nothing in this section would prohibit the owner or owners of a trade name registered under RSA 349 to form a New Hampshire investment trust under the same name as the trade name.

248:18 Professional Corporations; Corporate Name. RSA 294-A:7 is repealed and reenacted to read as follows:

294-A:7 Corporate Name. The name of a domestic professional corporation or of a foreign professional corporation authorized to transact business in this state:

I. Shall end with one of the following words or abbreviations: “professional corporation,” “professional association,” “Prof. Corp.”, “Prof. Ass’n,” “P.C.”, or “P.A.” or similar abbreviations of these words;

II. Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than the purposes contained in its articles of incorporation;

III.(a) Except as authorized by subparagraph (b), a professional corporation name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as, or likely to be confused with or mistaken for:

(2) A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, or RSA 304-C.

(3) The fictitious name of another foreign corporation authorized to transact business in this state.

(4) The name of an agency or instrumentality of the United States or this state or a subdivision thereof.

(5) The name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the political organization.

(b) Subparagraph (a) shall not apply if:

(1) The similarity results from the use in the professional corporate name of personal names of its stockholders or former shareholders or of natural persons who were associated with a predecessor entity; or

(2) The applicant files with the secretary of state an application for authorization to use a name that is not distinguishable from, or is the same as, or likely to be confused with or mistaken for one or more of the names described in subparagraph (a), as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(A) The holder or holders of the name as described in subparagraph (a) gives written consent to use the name that is not distinguishable from or likely to be confused with or mistaken for the name of the applying corporation; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

(B) The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, or likely to be confused with or mistaken for the name of the applying corporation; or

(C) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this state.

(c) A professional corporation may use the name, including the fictitious name, of another domestic or foreign entity that is used in this state if the other entity is incorporated, authorized, formed, or registered to transact business in this state and the proposed user professional corporation:

(1) Has merged with the other entity;

(2) Has been formed by reorganization of the other entity; or

(3) Has acquired all or substantially all of the assets, including the name, of the other entity.

(d) This chapter does not control the use of fictitious names.

(e) Nothing in this section would prohibit the owner or owners of a trade name registered under RSA 349 to form a professional corporation under the same name as the trade name.

IV. Shall otherwise conform to any rule adopted by a licensing authority having jurisdiction of a professional service described in the articles of incorporation of the corporation.

248:19 Professional Corporations; Involuntary Dissolution. RSA 294-A:24 is repealed and reenacted to read as follows:

294-A:24 Involuntary Dissolution. The secretary of state may administratively dissolve a corporation under RSA 293-A:14.21 if:

I. The corporation for 2 consecutive years does not pay within 60 days after they are due any franchise fees or penalties imposed by this chapter or other law;

II. The corporation for 2 consecutive years does not deliver its annual report to the secretary of state within 60 days after it is due;

III. The corporation is without a registered agent or registered office in this state for 60 days or more;

IV. The corporation does not notify the secretary of state within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or

V. The corporation’s period of duration stated in its articles of incorporation expires.

248:20 Professional Corporations; Revocation of Certificate of Authority. RSA 294-A:27 is repealed and reenacted to read as follows:

294-A:27 Revocation of Certificate of Authority. The certificate of authority of a foreign professional corporation may be revoked pursuant to RSA 293-A:14.21 by the secretary of state if the corporation fails to comply with any provision of this chapter applicable to it.

248:21 Cooperative Marketing and Rural Electrification Associations; Organization Certificate. Amend RSA 301:4, VII to read as follows:

VII. If organized with capital stock, the amount of such stock, the number of shares into which it is divided, and whether such stock be with or without nominal or par value; if such stock be with nominal or par value, the par value thereof and if such stock be without nominal or par value, every share of such stock shall be equal to every other such share except as may be provided in the vote authorizing the issue thereof; the voting privileges of stockholders, if otherwise than one vote to each stockholder, and the consideration for which capital stock is issued in accordance with the provisions of RSA [294:33 and 34] 293-A.

248:22 Cooperative Marketing and Rural Electrification Associations; Fees for Filing. Amend RSA 301:6 to read as follows:

301:6 Fees for Filing. For filing a certificate of organization, an association shall pay [$20] $25 to the secretary of state; and for filing an amendment thereto, [$5] $25.

248:23 Cooperative Marketing and Rural Electrification Associations; Use of Name Regulated. RSA 301:43-a is repealed and reenacted to read as follows:

301:43-a Use of Name Regulated.

I. A cooperative name shall not contain language stating or implying that the association is organized for a purpose other than that permitted by RSA 301:3 and its certificate of organization.

II. Except as authorized by paragraphs III and IV, a cooperative name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as, or likely to be confused with or mistaken for:

(b) A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, or RSA 304-C.

(d) The name of an agency or instrumentality of the United States or this state or a subdivision thereof.

(e) The name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the political organization.

III. A cooperative may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, or likely to be confused with or mistaken for one or more of the names described in paragraph II, as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(a) The holder or holders of the name as described in paragraph II gives written consent to use the name that is not distinguishable from or likely to be confused with or mistaken for the name of the applying cooperative; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

IV. A cooperative may use the name, including the fictitious name, of another domestic or foreign entity that is used in this state if the other entity is incorporated, authorized, formed, or registered to transact business in this state and the proposed user cooperative:

(a) Has merged with the other entity;

(b) Has been formed by reorganization of the other entity; or

V. This chapter does not control the use of fictitious names.

VI. Nothing in this section would prohibit the owner or owners of a trade name registered under RSA 349 to form a domestic cooperative under the same name as the trade name.

248:24 Cooperative Marketing and Rural Electrification Associations; Annual Fee. Amend RSA 301:50 to read as follows:

301:50 Annual Fee. Each association organized hereunder shall pay an annual fee of [$10] $25 only, in lieu of all franchise, license, or corporation taxes, or taxes or charges upon reserves held by it for members.

248:25 Consumers’ Cooperative Associations; Filing Fee. Amend RSA 301-A:9 to read as follows:

301-A:9 Filing Fee. An association shall pay a fee of [$20] $25 to the secretary of state for filing a certificate of organization, and a fee of [$5] $25 for filing an amendment to its certificate.

248:26 Consumers’ Cooperative Associations; Delinquent Reports, Revocations of Certificate of Organization. RSA 301-A:32, III is repealed and reenacted to read as follows:

III. Upon the revocation of a certificate of organization, the secretary of state shall:

(a) Issue a notice of revocation; and

(b) Mail to the association’s principal office the notice of the revocation.

248:27 Consumers’ Cooperative Associations; Dissolution. Amend the introductory paragraph of RSA 301-A:33 to read as follows:

301-A:33 Dissolution. The provisions of RSA 292 and 293-A for the dissolution of nonprofit and business corporations shall apply to associations formed under this chapter; provided, however, that the secretary of state shall charge and collect a fee of [$5 for both filing a statement of intent to dissolve, as well as] $25 for filing articles of dissolution and issuing a certificate of dissolution. In the event of dissolution of the association, the assets, after payment of the association’s debts and expenses, shall be distributed in the following manner:

248:28 Consumers’ Cooperative Associations; Merger. Amend RSA 301-A:38 to read as follows:

301-A:38 Merger. If otherwise lawful, any 2 or more associations may merge or consolidate under this chapter or under the law of the state where the surviving or new association will exist. Before an association may merge or consolidate with any other association, a written plan of merger or consolidation shall be prepared by the board of directors or by a committee selected by the board or the members of the association. In case of consolidation, the plan shall also contain the certificate of organization of the new association. The members, or such stockholders as are entitled to vote thereon, shall approve the plan in the manner provided in RSA 301-A:8 for amendments to the certificate; and the plan, as approved, shall be filed with the office of the secretary of state. The secretary of state shall charge and collect a fee of [$5] $25 for the filing of the plan with his or her office.

248:29 Registered Limited Liability Partnerships. Amend RSA 304-A:44, III to read as follows:

III. A partnership becomes a registered limited liability partnership at the close of business on the date of the filing of the initial registration with the secretary of state or at the effective time or the delayed effective time and date not later than the ninetieth day after the date the registration is filed, specified in the registration, if, in any case, there has been substantial compliance with the requirements of this chapter. A document filed electronically shall be effective at such delayed effective time and date or upon the date and time of acceptance by the secretary of state corporate database and application, if, in any case, there has been substantial compliance with the requirements of this chapter. A partnership continues as a registered limited liability partnership if there has been substantial compliance with the requirements of this chapter. The status of a partnership as a registered limited liability partnership and the liability of a partner of such registered limited liability partnership shall not be adversely affected by errors or subsequent changes in the information stated in a registration under paragraph I of this section.

248:30 Name of Registered Limited Liability Partnership. RSA 304-A:45 is repealed and reenacted to read as follows:

304-A:45 Name of Registered Limited Liability Partnership. The name of a registered limited liability partnership:

I. Shall contain the words “limited liability partnership” or the abbreviation “L.L.P.” or “LLP” as the last words or letters of its name.

II. Except as authorized by paragraphs III and IV, a registered limited liability partnership name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as, or likely to be confused with or mistaken for:

(b) A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, or RSA 304-C.

(d) The name of an agency or instrumentality of the United States or this state or a subdivision thereof.

(e) The name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the political organization.

III. A registered limited liability partnership may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, or likely to be confused with or mistaken for one or more of the names described in paragraph II, as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(a) The holder or holders of the name as described in paragraph II gives written consent to use the name that is not distinguishable from or likely to be confused with or mistaken for the name of the applying registered limited liability partnership; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

IV. A registered limited liability partnership may use the name, including the fictitious name, of another domestic or foreign entity that is used in this state if the other entity is incorporated, authorized, formed, or registered to transact business in this state and the proposed user registered limited liability partnership:

(a) Has merged with the other entity;

(b) Has been formed by reorganization of the other entity; or

V. This chapter does not control the use of fictitious names.

VI. Nothing in this section would prohibit the owner or owners of a trade name registered under RSA 349 to form a domestic registered limited liability partnership under the same name as the trade name.

248:31 Registered Limited Liability Partnership; Registered Office, Registered Agent. RSA 304-A:49, I(b) is repealed and reenacted to read as follows:

(b) A registered agent, which agent may be:

(1) An individual who resides in this state and whose business office is identical with the registered office; or

(2) A corporation organized or authorized under RSA 292, RSA 293-A, or RSA 294-A whose business office is identical with the registered office; or

(3) A limited liability company formed or authorized under RSA 304-C whose business office is identical with the registered office; or

(4) A limited liability partnership formed or authorized under RSA 304-A:44 whose business office is identical with the registered office.

248:32 Registered Limited Liability Partnership; Registered Office, Registered Agent. Amend RSA 304-A:49, III to read as follows:

III. A registered agent of a registered limited liability partnership or foreign registered limited liability partnership may resign as registered agent by executing and filing a written notice of resignation with the secretary of state. The secretary of state shall mail a copy of the notice to the registered limited liability partnership or foreign registered limited liability partnership at its principal office. The appointment of the registered agent terminates [31 days] on the thirty-first day after filing of the notice with the secretary of state or on the appointment of a successor registered agent, whichever occurs first. The notice of resignation may include a statement that the registered office is also discontinued.

248:33 Registered Limited Liability Partnerships; Execution of Documents, Filing Requirements, Fees. Amend RSA 304-A:51, II(a) to read as follows:

(a) Registration of limited liability partnership under RSA 304-A:44, I [$35] $50

248:34 Registered Limited Liability Partnerships; Execution of Documents, Filing Requirements, Fees. Amend RSA 304-A:51, II(h) to read as follows:

(h) Notice of registration of foreign limited liability partnership under RSA 304-A:50, IV [$35] $50

248:35 Registered Limited Liability Partnerships; Execution of Documents, Filing Requirements, Fees. Amend RSA 304-A:51, V to read as follows:

V.(a) Except as provided in paragraph VI, a document accepted for filing is effective:

[(a)] (1) At the close of business on the date it is filed, as evidenced by the secretary of state’s date endorsement of the original document; or

[(b)] (2) At the time specified in the document as its effective time on the date it is filed.

(b) A document filed electronically shall be effective upon the date and time of acceptance by the secretary of state corporate database and application or as specified in accordance with paragraph VI.

248:36 Uniform Limited Partnership Act; Name. RSA 304-B:2 is repealed and reenacted to read as follows:

304-B:2 Name.

I. The name of each limited partnership as set forth in its certificate of limited partnership:

(a) Shall contain without abbreviation the words “limited partnership” as the last words of its name;

(b) May not contain the name of a limited partner unless (1) it is also the name of a general partner or the corporate name of a corporate general partner, or (2) the business of the limited partnership had been carried on under that name before the admission of that limited partner.

II. A limited partnership name shall not contain language stating or implying that the limited partnership is organized for a purpose other than that permitted by RSA 304-B:6 and its certificate of limited partnership.

III. Except as authorized by paragraphs IV and V, a limited partnership name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as, or likely to be confused with or mistaken for:

(b) A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, or RSA 304-C.

(d) The name of an agency or instrumentality of the United States or this state or a subdivision thereof.

(e) The name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the political organization.

IV. A limited partnership may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, or likely to be confused with or mistaken for one or more of the names described in paragraph III, as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(a) The holder or holders of the name as described in paragraph III gives written consent to use the name that is not distinguishable from, or likely to be confused with or mistaken for the name of the applying limited partnership; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

V. A limited partnership may use the name, including the fictitious name, of another domestic or foreign entity that is used in this state if the other entity is incorporated, authorized, formed, or registered to transact business in this state and the proposed user limited partnership:

(a) Has merged with the other entity;

(b) Has been formed by reorganization of the other entity; or

VI. This chapter does not control the use of fictitious names.

VII. Nothing in this section would prohibit the owner or owners of a trade name registered under RSA 349 to form a domestic limited partnership under the same name as the trade name.

248:37 Uniform Limited Partnership Act; Specified Office and Agent. RSA 304-B:4 is repealed and reenacted to read as follows:

304-B:4 Specified Office and Agent. Each limited partnership shall continuously maintain in this state:

I. A registered office that may be the same as any of its places of business; and

II. A registered agent, which agent may be:

(a) An individual who resides in this state and whose business office is identical with the registered office; or

(b) A corporation organized or authorized under RSA 292, RSA 293-A, or RSA 294-A whose business office is identical with the registered office; or

(c) A limited liability company formed or authorized under RSA 304-C whose business office is identical with the registered office; or

(d) A limited liability partnership formed or authorized under RSA 304-A:44 whose business office is identical with the registered office.

248:38 Uniform Limited Partnership Act; Certificate of Limited Partnership. Amend RSA 304-B:8, II to read as follows:

II. A limited partnership is formed at the close of business on the date of the filing of the certificate of limited partnership in the office of the secretary of state, [together with the certificate required by RSA 421-B:13, I-a(b),] or the effective time or the delayed effective time and date specified in accordance with RSA 304-B:13, IV in the certificate of limited partnership if, in any case, there has been substantial compliance with the requirements of this section. A limited partnership filed electronically will be effective upon the date and time of acceptance by the secretary of state corporate database and application or as specified in accordance with RSA 304-B:13, IV.

248:39 Uniform Limited Partnership Act; Filing in Office of Secretary of State. Amend RSA 304-B:13 to read as follows:

304-B:13 Filing in Office of Secretary of State.

I. Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) and of any certificate of merger or certificate of conversion shall be delivered to the secretary of state. Documents filed electronically need not be filed in duplicate. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required by law the secretary of state shall:

(a) Endorse on each duplicate original the word “filed’’ and the day, month, and year of the filing thereof;

(b) File one duplicate original in the secretary of state’s office; and

II. Upon the effective date and time of a certificate of amendment (or judicial decree of amendment) in the office of the secretary of state, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date and time of a certificate of cancellation (or a judicial decree thereof), the certificate of limited partnership is cancelled.

III. Except as provided in paragraph IV, a document accepted for filing is effective:

(a) At the close of business on the date it is filed, as evidenced by the secretary of state’s date endorsement of the original document; or

(b) At the time specified in the document as its effective time on the date it is filed; or

(c) Upon the date and time of acceptance by the secretary of state corporate database and application, if filed electronically.

IV. A document filed in the office of the secretary of state may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective as of the close of business on that date. A delayed effective date for a document shall not be later than the ninetieth day after the date it is filed.

248:40 Uniform Limited Partnership Act; Registration. RSA 304-B:49, III is repealed and reenacted to read as follows:

III. The name and address of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint. The registered agent may be:

(a) An individual who resides in this state and whose business office is identical with the registered office; or

(b) A corporation organized or authorized under RSA 292, RSA 293-A, or RSA 294-A whose business office is identical with the registered office; or

(c) A limited liability company formed or authorized under RSA 304-C whose business office is identical with the registered office; or

(d) A limited liability partnership formed or authorized under RSA 304-A:44 whose business office is identical with the registered office.

248:41 Uniform Limited Partnership Act; Name. Amend RSA 304-B:51 to read as follows:

304-B:51 Name. The name of the foreign limited partnership shall satisfy the requirements of RSA 304-B:2[, I(a) and II].

248:42 Uniform Limited Partnership Act; Cancellation of Registration. Amend RSA 304-B:53 to read as follows:

304-B:53 Cancellation of Registration. A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the [secretary of state] registered agent to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this state.

248:43 Uniform Limited Partnership Act; Transaction of Business Without Registration. RSA 304-B:54, IV is repealed and reenacted to read as follows:

IV. A foreign limited partnership transacting business in this state without registration may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign limited partnership at its principal office. Service is perfected under section at the earliest of:

(a) The date the foreign limited partnership receives the mail;

(b) The date shown on the return receipt, if signed on behalf of the foreign limited partnership; or

(c) Five days after its deposit in the United States Mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.

V. This section does not prescribe the only means, or necessarily the required means, of serving a foreign limited partnership.

248:44 Uniform Limited Partnership Act; Fees. Amend RSA 304-B:64 to read as follows:

I. For a certificate of limited partnership or registration as a foreign limited partnership, [$35] $50.

248:45 Limited Liability Companies; Filing Requirements. Amend RSA 304-C:2, VII-VIII to read as follows:

VII. The person executing the document shall sign it and state beneath or opposite [his] the person’s signature his or her name and the capacity in which [he] the person signs. Signature pursuant to 294-E:9 shall be sufficient to satisfy this requirement.

VIII. The document shall be delivered to the office of the secretary of state for filing and shall be accompanied by one exact or conformed copy, the correct fee, and any penalty required by this chapter or other law. Documents filed electronically need not be accompanied by an exact or conformed copy, but must be accompanied by the correct filing fee, and any franchise tax, license fee, or penalty required by this chapter or other law. Annual reports delivered for filing pursuant to this chapter need not be accompanied by an exact or conformed copy.

248:46 Limited Liability Companies; Name Set Forth in Certificate. RSA 304-C:3 is repealed and reenacted to read as follows:

304-C:3 Name Set Forth in Certificate.

I. The name of each limited liability company as set forth in its certificate of formation:

(a) Shall contain the words “limited liability company” or the abbreviation “L.L.C.” or similar abbreviation; and

(b) May contain the name of a member or manager.

II. A limited liability company name shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by RSA 304-C:7 and its certificate of formation.

III. Except as authorized by paragraphs IV and V, a limited liability company name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as, or likely to be confused with or mistaken for:

(b) A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, or RSA 304-C.

(d) The name of an agency or instrumentality of the United States or this state or a subdivision thereof.

(e) The name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the political organization.

IV. A limited liability company may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, or likely to be confused with or mistaken for one or more of the names described in paragraph III, as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(a) The holder or holders of the name as described in paragraph III gives written consent to use the name that is not distinguishable from, or likely to be confused with or mistaken for the name of the applying limited liability company; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

V. A limited liability company may use the name, including the fictitious name, of another domestic or foreign entity that is used in this state if the other entity is incorporated, authorized, formed, or registered to transact business in this state and the proposed user limited liability company:

(a) Has merged with the other entity;

(b) Has been formed by reorganization of the other entity; or

VI. This chapter does not control the use of fictitious names.

VII. Nothing in this section would prohibit the owner or owners of a trade name registered under RSA 349 to form a domestic limited liability company under the same name as the trade name.

248:47 Limited Liability Companies; Registered Office, Registered Agent. RSA 304-C:5, I(b) is repealed and reenacted to read as follows:

(b) A registered agent, which agent may be:

(1) An individual who resides in this state and whose business office is identical with the registered office; or

(2) A corporation organized or authorized under RSA 292, RSA 293-A, or RSA 294-A whose business office is identical with the registered office; or

(3) A limited liability company formed or authorized under RSA 304-C whose business office is identical with the registered office; or

(4) A limited liability partnership formed or authorized under RSA 304-A:44 whose business office is identical with the registered office.

248:48 Limited Liability Companies; Effective Time and Date of Document. Amend RSA 304-C:11, I to read as follows:

I. Except as provided in paragraph II, a document accepted for filing is effective:

(a) At the close of business on the date it is filed, as evidenced by the secretary of state’s date endorsement of the original document; or

(b) At the time specified in the document as its effective time on the date it is filed; or

(c) Upon the date and time of acceptance by the secretary of state corporate database and application, if filed electronically.

248:49 Limited Liability Companies; Procedure for and Effect of Administrative Dissolution. Amend RSA 304-C:53 to read as follows:

304-C:53 Procedure for and Effect of Administrative Dissolution.

I. If the secretary of state determines that one or more grounds exist under RSA 304-C:52 for dissolving a limited liability company, [he] the secretary of state shall administratively dissolve the limited liability company by signing and mailing a notice of dissolution to the limited liability company at its principal address that recites the grounds for dissolution and effective date, together with an application for reinstatement[, and shall at the same time give notice to the department of revenue administration].

II. A limited liability company administratively dissolved continues its existence, but may not carry on any business except that necessary to wind up and liquidate its business and affairs under RSA 304-C:56.

III. The administrative dissolution of a limited liability company shall not terminate the authority of its registered agent.

IV. The secretary of state shall not permit any other individual, corporation, limited liability company, or other business entity to assume the same name or a [deceptively] similar name, of a limited liability company administratively dissolved under this section, or any trade name registered by such limited liability company pursuant to RSA 349, for a period of 120 days following the notice of administrative dissolution without the written consent of such limited liability company.

248:50 Foreign Limited Liability Companies; Name, Registered Office, Registered Agent. RSA 304-C:66, I-II is repealed and reenacted to read as follows:

I. A foreign limited liability company may register with the secretary of state under its name, provided however:

(a) That the name must be one that could be registered by a domestic limited liability company;

(b) That the name under which a foreign limited liability company is registering must include the words “limited liability company” or the abbreviation “L.L.C.” or similar abbreviation;

(c) That a foreign limited liability company may use a fictitious name under which it may register and transact business in this state if its real name has been determined by the secretary of state to be unavailable;

(d) A foreign limited liability company name shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by RSA 304-C:7 and its certificate of formation;

(e) Except as authorized by subparagraphs (f) and (g), a foreign limited liability company name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as, or likely to be confused with or mistaken for:

(2) A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, or RSA 304-C.

(3) The fictitious name of another foreign corporation authorized to transact business in this state.

(4) The name of an agency or instrumentality of the United States or this state or a subdivision thereof.

(5) The name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the political organization.

(f) A foreign limited liability company may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, or likely to be confused with or mistaken for one or more of the names described in subparagraph (e), as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(1) The holder or holders of the name as described in subparagraph (e) gives written consent to use the name that is not distinguishable from or likely to be confused with or mistaken for the name of the applying foreign limited liability company; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

(g) A foreign limited liability company may use the name, including the fictitious name, of another domestic or foreign entity that is used in this state if the other entity is incorporated, authorized, formed, or registered to transact business in this state and the proposed user foreign limited liability company:

(1) Has merged with the other entity;

(2) Has been formed by reorganization of the other entity; or

(3) Has acquired all or substantially all of the assets, including the name, of the other entity.

(h) This chapter does not control the use of fictitious names.

(i) Nothing in this section would prohibit the owner or owners of a trade name registered under RSA 349 to form a foreign limited liability company under the same name as the trade name.

II. Each foreign limited liability company shall have and maintain in New Hampshire:

(a) A registered office that may be the same as any of its places of business in New Hampshire.

(b) A registered agent, which agent may be:

(1) An individual who resides in this state and whose business office is identical with the registered office; or

(2) A corporation organized or authorized under RSA 292, RSA 293-A, or RSA 294-A whose business office is identical with the registered office; or

(3) A limited liability company formed or authorized under RSA 304-C whose business office is identical with the registered office; or

(4) A limited liability partnership formed or authorized under RSA 304-A:44 whose business office is identical with the registered office.

248:51 Foreign Limited Liability Companies; Procedure for and Effect of Revocation. RSA 304-C:73 is repealed and reenacted to read as follows:

304-C:73 Procedure for and Effect of Revocation.

I. If the secretary of state determines that one or more grounds exist under RSA 304-C:72 for revocation of a registration, the secretary shall send written notice of the secretary’s determination under RSA 304-C:72 to the foreign limited liability company.

II. If the foreign limited liability company does not correct each ground for revocation 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 written notice is sent, the secretary of state may revoke the foreign limited liability company’s registration by issuing a notice of revocation and mailing the notice of revocation to the foreign limited liability company at its principal office listed on the records of the New Hampshire secretary of state.

III. The authority of a foreign limited liability to transact business in this state ceases on the date shown on the notice of revocation.

IV. Revocation of a foreign limited liability company’s registration does not terminate the authority of the registered agent of the limited liability company.

248:52 Foreign Limited Liability Companies; Appeal From Revocation. Amend RSA 304-C:74, I to read as follows:

I. A foreign limited liability company may appeal the secretary of state’s revocation of its registration to the superior court within 30 days after service of the [certificate] notice of revocation is perfected. The foreign limited liability company appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its registration and the secretary of state’s certificate of revocation.

248:53 Limited Liability Companies; Fees. Amend RSA 304-C:81, I(c)-(g) to read as follows:

(c) Upon the receipt for filing of a certificate of formation under RSA 304-C:12, a fee in the amount of $50; upon the receipt for filing of a certificate of amendment under RSA 304-C:13, a certificate of merger under RSA 304-C:21, a certificate of conversion under RSA 304-C:17-a, or a restated certificate of formation under RSA 304-C:17, a fee in the amount of $35[,]; and upon the receipt for filing of a certificate of cancellation of a domestic limited liability company under RSA 304-C:59, a fee in the amount of $35.

(d) Upon receipt for filing of an annual report under RSA 304-C:80, a fee in the amount of $100; for failure or refusal to file an annual report or pay the filing fee [by April 15] on or before April 1 of any year, an additional late filing fee in the amount of [$50] $25 per month; and upon receipt for filing of an application for reinstatement pursuant to RSA 304-C:54, a fee of [$75] $135.

(e) For certifying copies of any paper on file as provided for by this chapter, a fee in the amount of $1 per page and $5 for the certificate.

(f) Upon the receipt for filing of an application for registration as a foreign limited liability company under RSA 304-C:64, a fee in the amount of $50; upon the receipt for filing of [or] a certificate of cancellation under RSA 304-C:68, a fee in the amount of [$200,] $35; and upon receipt for filing of an amendment to an application under RSA 304-C:67, a fee in the amount of [$15] $35.

(g) Upon the receipt for filing of a statement under RSA 304-C:66, III, a fee in the amount of $15, and upon the receipt for filing of a statement under RSA 304-C:66, IV, a fee in the amount of $15[, and upon the receipt for filing of a statement under RSA 304-C:66, V, a fee in the amount of $2.50].

248:54 Name of Professional Limited Liability Company. Amend RSA 304-D:6 to read as follows:

304-D:6 Name of Professional Limited Liability Company. The name of a domestic professional limited liability company or of a foreign professional limited liability company authorized to transact business in this state:

I. Shall end with one of the following words or abbreviations: “professional limited liability company’’ or “P.L.L.C.’’ or similar abbreviation;

II. Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than the purposes contained in its certificate of formation or application for registration;

III. Shall satisfy the requirements of RSA 304-C:3, except that a name shall not constitute a [deceptively] similar name if the similarity results from the use in the professional limited liability company’s name of personal names of its members or former members or of natural persons who were associated with a predecessor entity;

IV. Shall otherwise conform to any rule adopted by a licensing authority having jurisdiction of a professional service described in the certificate of the professional limited liability company.

248:55 Registration of Foreign Partnerships; Registration. RSA 305-A:1 is repealed and reenacted to read as follows:

305-A:1 Registration.

I. Every foreign partnership, desiring to do business within this state, shall pay a filing fee of $50 to the secretary of state on the date of registration.

II. Every foreign partnership, desiring to do business within this state, shall continuously maintain in this state:

(a) A registered office which may or may not be the same as its place of business in the state; and

(b) A registered agent, which agent may be:

(1) An individual who resides in this state and whose business office is identical with the registered office; or

(2) A corporation organized or authorized under RSA 292, RSA 293-A, or RSA 294-A whose business office is identical with the registered office; or

(3) A limited liability company formed or authorized under RSA 304-C whose business office is identical with the registered office; or

(4) A limited liability partnership formed or authorized under RSA 304-A:44 whose business office is identical with the registered office.

248:56 Registration of Foreign Limited Partnerships; Changes. Amend RSA 305-A:2-a to read as follows:

305-A:2-a Changes. Any partnership which has changed its name, changed any of its general or limited partners, or changed its registered office or registered agent shall, within 30 days, file with the secretary of state a certificate of such change, signed and sworn to by a general partner of the partnership, and shall pay a filing fee of [$10] $35 for a change of name or change of general or limited partners or a filing fee of $15 for a change of registered office or registered agent.

248:57 Registration of Foreign Partnerships; Name. RSA 305-A:2-e is repealed and reenacted to read as follows:

305-A:2-e Name.

I. Except as authorized by paragraphs II and III, a foreign partnership name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as, or likely to be confused with or mistaken for:

(b) A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, or RSA 304-C.

(d) The name of an agency or instrumentality of the United States or this state or a subdivision thereof.

(e) The name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the political organization.

II. A foreign partnership may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, or likely to be confused with or mistaken for one or more of the names described in paragraph I, as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(a) The holder or holders of the name as described in paragraph I gives written consent to use the name that is not distinguishable from or likely to be confused with or mistaken for the name of the applying foreign partnership; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

III. A foreign partnership may use the name, including the fictitious name, of another domestic or foreign entity that is used in this state if the other entity is incorporated, authorized, formed, or registered to transact business in this state and the proposed user foreign partnership:

(a) Has merged with the other entity;

(b) Has been formed by reorganization of the other entity; or

IV. This chapter does not control the use of fictitious names.

V. Nothing in this section would prohibit the owner or owners of a trade name registered under RSA 349 to form a foreign partnership under the same name as the trade name.

248:58 Registration of Foreign Limited Partnerships; Withdrawal From State, Fee. Amend RSA 305-A:5 to read as follows:

305-A:5 Withdrawal From State; Fee. A foreign partnership authorized to do business in the state may withdraw from the state at any time. Such withdrawal shall become effective when such partnership shall have filed in the office of the secretary of state on forms prescribed or furnished by [him] the secretary of state, signed for the partnership by a general partner thereof, a statement of withdrawal which shall set forth: (a) the name of such partnership, the state or county under the laws of which it is formed, and the post office address with street and number, if any, of its principal office in such state; (b) the address including street and number, if any, of its registered office in this state and the name of its registered agent in this state at such address; and (c) that it surrenders its authority to do business in this state[; and (d) that it revokes the authority to make service of process on its then registered agent and consents that service of process in any suit, action or proceeding based upon any cause of action arising within or without the state prior to the effective date of the withdrawal may thereafter be made on such partnership by service thereof on the secretary of state]. Such statement shall be accompanied by a filing fee of [$5] $35.

248:59 Registration of Foreign Partnerships; Service of Process, How Made. RSA 305-A:6 is repealed and reenacted to read as follows:

305-A:6 Service of Process; How Made.

I. Service of process in any suit, action, or proceeding or service of any notice or demand required or permitted by law to be served on a foreign partnership may be made on such partnership by service thereof on a registered agent of such partnership. Service of any such process or of any such notice or demand upon a registered agent as registered agent may be made:

(a) By leaving an attested copy of such process, notice, or demand in the registered office of the registered agent during regular business hours; or

(b) A foreign partnership may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign partnership at its principal office shown in its application for a certificate of authority, if the foreign partnership:

(1) Has no registered agent or its registered agent cannot with reasonable diligence be served;

(2) Has withdrawn from transacting business in this state under RSA 305-A:5; or

(3) Has had its certificate of authority suspended under RSA 305-A:2-b.

II. Service is perfected under subparagraph I(b) at the earliest of:

(a) The date the foreign partnership receives the mail; or

(b) The date shown on the return receipt, if signed on behalf of the foreign partnership; or

(c) Five days after its deposit in the United States Mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.

III. This section does not prescribe the only means, or necessarily the required means, of serving a foreign partnership.

248:60 Trade Names; Registration, Generally. Amend RSA 349:1, III-V to read as follows:

III. [The secretary of state shall decline to register any trade name similar or likely to be confused with or mistaken for any trade name or for any registration as described in paragraph I or II of this section or any name reserved under RSA 293-A, 304-A, 304-B:2, or 304-C:4 unless the holder or holders of the name gives written consent to use the same or deceptively similar name.

IV. The secretary of state shall decline to register any trade name the same as, or deceptively similar to, an agency or instrumentality of the United States or this state or subdivision thereof or of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of such party.

V.] The provisions of this chapter shall not apply to rating organizations or insurers which engage in joint underwriting or joint reinsurance which are referred to in, and subject to, the provisions of RSA 413.

IV.(a) Except as authorized by subparagraphs (b) and (c), a trade name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as, or likely to be confused with or mistaken for:

(2) A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, or RSA 304-C.

(3) The fictitious name of another foreign corporation authorized to transact business in this state.

(4) The name of an agency or instrumentality of the United States or this state or a subdivision thereof.

(5) The name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the political organization.

(b) An applicant may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, or likely to be confused with or mistaken for one or more of the names described in subparagraph (a), as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(1) The holder or holders of the name as described in subparagraph (a) gives written consent to use the name that is not distinguishable from or likely to be confused with or mistaken for the name of the applying trade name; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

(c) An applicant may use the name, including the fictitious name, of another domestic or foreign entity that is used in this state if the other entity is incorporated, authorized, formed, or registered to transact business in this state and the proposed user corporation has acquired all or substantially all of the assets, including the name, of the other entity.

248:61 Trade Names; Registration, Procedure. Amend RSA 349:5 to read as follows:

349:5 Registration; Procedure. Every person, proprietorship, partnership, or association, as defined in RSA 349:1, engaged in the conduct of any business, enterprise, venture, or activity within the state of New Hampshire under a trade name, firm, or style shall, subject to the limitations hereinafter set forth, file in the office of the secretary of state a certificate signed by such person, proprietorship, or by the members of such partnership or association stating the name under which the business is to be conducted, the principal place of said business, and a brief description of the kind of business to be carried on with the names and addresses of the principal parties engaged therein. Said registration shall further state the date of organization of said business [and any limitation of time after which said business shall be no longer conducted].

248:62 Repeal. The following are repealed:

I. RSA 304-A:60, II, relative to serving process on surviving partnerships.

II. RSA 304-B:49, IV, relative to serving process on foreign limited partnerships.

III. RSA 305-A:7, relative to serving process on secretary of state.

248:63 Corporations; Penalties Imposed. Amend RSA 293-A:1.36 to read as follows:

293-A:1.36 Penalties Imposed. Each corporation, domestic or foreign, that fails or refuses to file its annual report or to pay all associated fees related thereto, or both, for any year [by April 15] on or before April 1 shall be subject to an additional fee as set out in RSA 293-A:1.22(a)(12).

248:64 Partnerships; Late Fee. Amend RSA 304-A:47, III to read as follows:

III. Each domestic and foreign registered limited liability partnership that fails or refuses to pay its annual fee for any year [by April 15] on or before April 1 shall be subject to an additional fee as set out in RSA 304-A:51, II.

248:65 Partnerships; Late Filing Fee. Amend RSA 304-A:51, II(c) to read as follows:

248:66 New Section; Department of State; Handling Charge. Amend RSA 5 by inserting after section 10 the following new section:

5:10-a Handling Charge. If the secretary of state collects a fee electronically for any registration, any document, or any other purpose, the secretary of state shall collect a handling charge for each fee paid electronically, including by Internet or facsimile, by adding $2 to the total fee.

248:67 Repeal. RSA 5:10-a, relative to department of state handling charges, is repealed.

248:68 Effective Date.

I. Section 67 of this act shall take effect July 1, 2008.

II. The remainder of this act shall take effect July 1, 2004.

(Approved: June 15, 2004)

(Effective Date: I. Section 67 shall take effect July 1, 2008.

II. Remainder shall take effect July 1, 2004.)

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HB 1348-FN – FINAL VERSION

HOUSE BILL 1348-FN

AN ACT relative to registration of business organizations.

ANALYSIS

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STATE OF NEW HAMPSHIRE

AN ACT relative to registration of business organizations.