This RSA section is an unofficial mirror, is not legal advice, and may be incomplete, outdated, or incorrectly processed.

RSA 293-A:9.24 · Effect of Domestication

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

Official source Copy section link

293-A:9.24 Effect of Domestication. –

Copy link

(a)

When a domestication of a foreign business corporation in New Hampshire becomes effective:

Copy link

(1)

the title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment;

Copy link

(2)

the liabilities of the corporation remain the liabilities of the corporation;

Copy link

(3)

an action or proceeding pending against the corporation continues against the corporation as if the domestication had not occurred;

Copy link

(4)

the articles of domestication, or the articles of incorporation attached to the articles of domestication, constitute the articles of incorporation of a foreign corporation domesticating in this state;

Copy link

(5)

the shares of the corporation are reclassified into other shares, other securities, obligations, rights to acquire shares or other securities of the corporation, or into cash or other property in accordance with the terms of the domestication as approved under the laws of the foreign jurisdiction, and the shareholders are entitled only to the rights provided by those terms and under those laws; and

Copy link

(6)

the corporation is deemed to:

Copy link

(i)

be incorporated under and subject to the organic law of this state for all purposes;

Copy link

(ii)

be the same corporation without interruption as the corporation that existed under the laws of the foreign jurisdiction; and

Copy link

(iii)

have been incorporated on the date it was originally incorporated in the foreign jurisdiction.

Copy link

(b)

When a domestication of a domestic business corporation in a foreign jurisdiction becomes effective, the foreign business corporation is deemed to:

Copy link

(1)

appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of shareholders who exercise appraisal rights in connection with the domestication; and

Copy link

(2)

agree that it will promptly pay the amount, if any, to which such shareholders are entitled under RSA 293-A:13.01 through RSA 293-A:13.40.

Copy link

(c)

The owner liability of a shareholder in a foreign corporation that is domesticated in this state shall be as follows:

Copy link

(1)

The domestication does not discharge any owner liability under the laws of the foreign jurisdiction to the extent any such owner liability arose before the effective time of the articles of domestication.

Copy link

(2)

The shareholder shall not have owner liability under the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of domestication.

Copy link

(3)

The provisions of the laws of the foreign jurisdiction shall continue to apply to the collection or discharge of any owner liability preserved by subparagraph (1), as if the domestication had not occurred.

Copy link

(4)

The shareholder shall have whatever rights of contribution from other shareholders are provided by the laws of the foreign jurisdiction with respect to any owner liability preserved by subparagraph (1), as if the domestication had not occurred. Source. 2013, 142:1, eff. Jan. 1, 2014.

Copy link

Source note

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

Source history

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

Related materials

Bill relationships

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-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 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,
2026 SB651 amend
; Definition of 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 that acquires, possesses, cultivates, manu
2026 SB651-FN-A amend
; Definition of 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 that acquires, possesses, cultivates, manu