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RSA 293-A:14.05 · Effect of Dissolution

Title: XXVII: CORPORATIONS, ASSOCIATIONS, AND PROPRIETORS OF COMMON LANDS
Chapter: 293-A · NEW HAMPSHIRE BUSINESS CORPORATION ACT
Status: current
Official source linked: Yes

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293-A:14.05 Effect of Dissolution. –

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(a)

A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

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(1)

collecting its assets;

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(2)

disposing of its properties that will not be distributed in kind to its shareholders;

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(3)

discharging or making provision for discharging its liabilities;

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(4)

distributing its remaining property among its shareholders according to their interests; and

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(5)

doing every other act necessary to wind up and liquidate its business and affairs.

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(b)

Prior to making any distributions of its remaining property among its shareholders according to their interests, the corporation shall first obtain a certificate of dissolution from the department of revenue administration in accordance with RSA 77-A:18 and RSA 77-E:12.

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(c)

Dissolution of a corporation does not:

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(1)

transfer title to the corporation's property;

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(2)

prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;

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(3)

subject its directors or officers to standards of conduct different from those prescribed in RSA 293-A:8.01 through RSA 293-A:8.70;

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(4)

change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;

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(5)

prevent commencement of a proceeding by or against the corporation in its corporate name;

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(6)

abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

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(7)

terminate the authority of the registered agent of the corporation. Source. 2013, 142:1, eff. Jan. 1, 2014.

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Source note

Source. 2013, 142:1, eff. Jan. 1, 2014.

Source history

2013, 142:1, eff. Jan. 1, 2014

Related materials

Bill relationships

2026 HB1546 amend · effective 2027-01-01
t. This section shall not apply to the administration of RSA 282-A. 23 Corporations, Associations, and Proprietors of Common Lands; Dissolution; Effect of Dissolution. Amend RSA 293-A:14.05, (b) to read as follows: (b) Prior to making any distributions of its remaining property among its shareholders according to their interests, the corporation shall first obtain a certificate of dissolution from the
2026 HB1546-FN amend · effective 2027-01-01
t. This section shall not apply to the administration of RSA 282-A. 23 Corporations, Associations, and Proprietors of Common Lands; Dissolution; Effect of Dissolution. Amend RSA 293-A:14.05, (b) to read as follows: (b) Prior to making any distributions of its remaining property among its shareholders according to their interests, the corporation shall first obtain a certificate of dissolution from the
2026 HB1629 amend · effective 2027-07-01
nce with RSA 77-A:18 [and RSA 77-E:12]. 19 Corporations, Associations, and Proprietors of Common Lands; Dissolution; Reinstatement Following Administrative Dissolution. Amend RSA 293-A.14.22, (a)(4) to read as follows: (4) contain a certificate from the department of revenue administration in accordance with RSA 77-A:18, III[, and RSA 77-E:12, III,] if such application is received by the secretary
2026 HB1629 amend · effective 2027-07-01
edit. This section shall not apply to the administration of RSA 282-A. 18 Corporations, Associations, and Proprietors of Common Lands; Dissolution; Effect of Dissolution. Amend RSA 293-A:14.05, (b) to read as follows: (b) Prior to making any distributions of its remaining property among its shareholders according to their interests, the corporation shall first obtain a certificate of dissolution from the d
2026 HB1629-FN amend · effective 2027-07-01
nce with RSA 77-A:18 [and RSA 77-E:12]. 19 Corporations, Associations, and Proprietors of Common Lands; Dissolution; Reinstatement Following Administrative Dissolution. Amend RSA 293-A.14.22, (a)(4) to read as follows: (4) contain a certificate from the department of revenue administration in accordance with RSA 77-A:18, III[, and RSA 77-E:12, III,] if such application is received by the secretary
2026 HB1629-FN amend · effective 2027-07-01
edit. This section shall not apply to the administration of RSA 282-A. 18 Corporations, Associations, and Proprietors of Common Lands; Dissolution; Effect of Dissolution. Amend RSA 293-A:14.05, (b) to read as follows: (b) Prior to making any distributions of its remaining property among its shareholders according to their interests, the corporation shall first obtain a certificate of dissolution from the d
2026 HB186 reference
A 126-X:8, XX, convert to either a domestic corporation organized under RSA 293-A or a limited liability company organized under to RSA 304-C, and may merge with a domestic business corporation organized under RSA 293-A or a limited liability company organized under RSA 304-C. 32 New Subparagraph; New Hampshire Business Corporation Act; Domestication and Conversion; Entity Conversion Authorized. ?Amend RSA 293-A:9.50 by inser
2026 HB186-FN-A amend
es; Definitions; Alternative Treatment Center. ? Amend RSA 126-X:1, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 and that acquires, possesses, cultivates,
2026 HB54 reference
A 126-X:8, XX, convert to either a domestic corporation organized under RSA 293-A or a limited liability company organized under to RSA 304-C, and may merge with a domestic business corporation organized under RSA 293-A or a limited liability company organized under RSA 304-C. 6 New SubParagraph; New Hampshire Business Corporation Act; Domestication and Conversion; Entity Conversion Authorized. ?Amend RSA 293-A:9.50 by insert
2026 HB54-FN amend
ses; Definitions; Alternative Treatment Center. ? Amend RSA 126-X:1, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 and that acquires, possesses, cultivates,
2026 SB479 amend
ses; Definitions; Alternative Treatment Center. ? Amend RSA 126-X:1, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 and that acquires, possesses, cultivates,
2026 SB479-FN amend
ses; Definitions; Alternative Treatment Center. ? Amend RSA 126-X:1, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 and that acquires, possesses, cultivates,

Opinions and discipline decisions mentioning this RSA

2012-061, Carleton, LLC v. Richard Balagur & a; Carleton, LLC v. Richard Balagur; Richard Balagur v. Bukk Carleton Supreme Court opinion · December 21, 2012
2010-700 Carleton, LLC v. Richard Balagur & a. Supreme Court opinion · September 22, 2011