SB235: relative to registration of business organizations with the secretary of state.

CHAPTER 102

SB 235 – FINAL VERSION

2012 SESSION

12-2886

03/09

SENATE BILL 235

AN ACT relative to registration of business organizations with the secretary of state.

SPONSORS: Sen. Boutin, Dist 16; Sen. D'Allesandro, Dist 20; Sen. Gallus, Dist 1; Sen. Lambert, Dist 13; Sen. Larsen, Dist 15; Sen. Merrill, Dist 21; Sen. Odell, Dist 8; Sen. Rausch, Dist 19; Sen. De Blois, Dist 18; Sen. White, Dist 9; Rep. Hunt, Ches 7; Rep. Hess, Merr 9

COMMITTEE: Commerce

ANALYSIS

This bill eliminates the requirements that certain foreign business organizations file a certificate of existence or agent’s written consent when registering with the secretary of state.

This bill was requested by the secretary of state.

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Matter which is either (a) all new or (b) repealed and reenacted appears in regular type.

12-2886

03/09

STATE OF NEW HAMPSHIRE

In the Year of Our Lord Two Thousand Twelve

AN ACT relative to registration of business organizations with the secretary of state.

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

102:1 Foreign Corporations. Amend RSA 293-A:1.20(e) to read as follows:

(e) The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals[, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation].

102:2 Registered Agent of Foreign Corporation. Amend RSA 293-A:15.08(a)(5) to read as follows:

(5) if the current registered agent is to be changed, the name of its new registered agent [and the new agent's written consent (either on the statement or attached to it) to the appointment]; and

102:3 Foreign Limited Liability Company. Amend RSA 304-C:64, I(b) to read as follows:

(b) The state, territory, possession, or other jurisdiction or country where formed[,] and the date of its formation [and a certificate of existence (or document of similar import) duly authorized by the secretary of state or other official having custody of limited liability company records in the state or country under the law of which it was formed, issued not more than 60 days before the application is received by the secretary of state];

102:4 Registered Agent of Foreign Limited Liability Company. Amend RSA 304-C:66, III(e) to read as follows:

(e) If the current registered agent is to be changed, the name of its new registered agent [and the new agent's written consent (either on the statement or attached to it) to the appointment]; and

102:5 Repeal. The following are repealed:

I. RSA 293-A:15.03(b), relative to certificate of existence of a foreign corporation.

II. RSA 304-A:50, V, relative to certificate of existence of a foreign registered limited liability partnership.

102:6 Effective Date. This act shall take effect 60 days after its passage.

Approved: May 29, 2012

Effective Date: July 28, 2012