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Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc.The contents of this package are as follows:1. Statutory Reference 2. Selections from Statutes 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer STATE OF NEW HAMPSHIRE PROFESSIONAL CORPORATION Control Number: NH-00INC2 PROFESSIONAL COPORATION FORMATION PACKAGEfor State-Licensed Professionals STATE OF NEW HAMPSHIRE Electronic Version This packet contains guidelines, forms and instructions for forming a Professional Corporation in the State of New Hampshire. Statutory References New Hampshire Statutes – Title XXVII – Chapter 293-A – Business Corporation Act http://www.gencourt.state.nh.us/rsa/html/NHTOC/NHTOC-XXVII-293-A.htm New Hampshire Statutes – Title XXVII – Chapter 294-A – Professional Corporations http://www.gencourt.state.nh.us/rsa/html/NHTOC/NHTOC-XXVII-294-A.htm Selections from Statutes What follows are selections from selected statutes of the New Hampshire Statutes, C hapter 294-A: Professional Corporations. We provide these selections to you for your convenience, as we feel they may be of interest and instructional value to you as you use this package. Please note that not all statutes from sai d Chapter are listed here, and of those that are listed, portions of some statutes are omitted, as indicated by ell ipses (‘…’). Refer to the above link to view the statutes in their entirety on-line. 294-A:5 Rendering Professional Services. A professional corporation, domestic or foreign, may render professional services in this state only through those persons permitted to render such services by the appropriate licensing authority. Nothing in this chapter shall be construed: I. To require that any person who is employed by a professional corporation must be licensed to perform services for which no license is otherwise required; II. To prohibit the rendering of professional services by a licensed natural person acting in his individual capacity. Any such person may also be a shareholder, director, officer, employee, or agent of a professional corporation, domestic or foreign; or III. To prohibit the rendering of professional services by a person acting under the supervision or control of a licensed natural person. 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 sam e as, or likely to be confused with or mistaken for [another entity's name] ... (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; ... 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. 294-A:8 Issuance and Transfer of Shares; Share Certificates. I. A professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to: (a) Natural persons who are authorized by law in this state, any other state or territ ory of the United States or the District of Columbia to render a professional service permitted by the articles of incorporation of the corporation; (b) General partnerships in which all the partners are qualified persons with respect to t he professional corporation and in which at least one partner is authorized by law in this st ate to render a professional service permitted by the articles of incorporation of the corporation; and (c) Professional corporations, domestic or foreign, authorized by law in this state to render a professional service permitted by the articles of incorporation of the corporation. II. Where deemed necessary by the licensing authority for any profession in order to prevent violations of the ethical standards of the profession, the licensing authority may by rule further restrict, condition, or abridge the authority of professional corporations to issue shares. ... IV. Every certificate representing shares of a professional corporation shall state conspicuously upon its face that the shares represented by the certificate are subject to: (a) Restrictions on transfer imposed by this chapter; and (b) Any further restrictions on transfer as may be imposed by the licensing authority pursuant to this chapter. 294-A:17 Liability of Shareholders and Employees. I. Any reference to a professional corporation in this section shall include both domestic and foreign professional corporations. II. Every individual who renders professional services as an employee of a professional corporation shall be liable for any negligent or wrongful act or omission in which he personall y participates to the same extent as if he rendered the services as a sole prac titioner. An employee of a professional corporation shall not be liable for the conduct of other employees unless he i s at fault in appointing, supervising, or cooperating with them. III. Every professional corporation whose employees perform professional services within the scope of their employment or of their apparent authority to act for the corporation shall be liable to the same extent as its employees. IV. Except as otherwise provided by law, the personal liability of a shareholder of a professional corporation shall be no greater in any respect than that of a shareholder of a corporation organized under the law of this state applicable to business corporations. 294-A:19 Voting of Shares. No proxy for shares of a professional corporation shall be valid unless it is given to a qualifie d person. A voting trust with respect to shares of a professional corporation shall not be valid unless all the trustees and beneficiaries of the voting trust are qualified persons, exce pt that a voting trust may be validly continued for a period of 10 months after the death of a dec eased beneficiary or for a period of 5 months after a beneficiary has become a disqualified person. 294-A:20 Directors and Officers. Except as otherwise provided by the licensing laws of this state and rules adopted under the se laws or by any licensing authority in this state, not less than 1/2 of the directors of a professional corporation and all the officers other than the secretary or an assistant secretary and the treasurer or an assistant treasurer shall be qualified persons with respect to the corporation. 294-A:28 Annual Report. The annual report of each domestic professional corporation, and each foreign professional corporation authorized to transact business in this state, filed with the secretary of st ate under the law in this state applicable to business corporations shall include a statement t hat all the shareholders, and as many of the directors and officers as may be required under RSA 294-A:20, are qualified persons with respect to the corporation. * * * Contact Your Licensing Entity You should contact the licensing entity (State Board or other regulatory/licensing agenc y) in your state for your profession in order to confirm you are in compliance with all applicable rules and regulations including those related to practicing the profession via a professional corporation. * * * Forms List The following forms are available for download with this package. NH-NAMERESV: Application for Reservation of Entity Name  NH-00INCP: Articles of Incorporation (including “Form SRA”)  NH-PC-TL: Sample Transmittal Letter  NH-PC-OM: Sample Organizational Minutes  NH-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  NH-PC-AM : Sample Annual Minutes  NH-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To c omplete the forms click on the gray shaded areas and type the information. For the separation agreeme nt complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present , will become visible. If there are no form fields, just type into the document, underlining if necessary, t o complete the form. Some forms may be “locked” which means that the content of the forms cannot be cha nged unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation ma rks. After you make the changes relock the document before you begin to complete the fields. Afte r any required changes relock the form, then click on the first form field and enter the require d information. You will be able to navigate through the document from form field to form fiel d using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate The practice of a state-licensed profession in the State of New Hampshire is controlled, generally, by the statutory mandates set out in the statutes noted above, in statutes applicable to your profession, and by the rules and regulations established by the New Hampshire Board or other governing entity for your profession. You should check with your governing entity to determine if there are any additional rules or regulations promulgated with which you must comply, any certificate of compliance or licensure you must obtain, etc. Step 1:See FORM: NH-NAMERESV APPLICATION FOR RESERVATION OF ENTITY NAME It is recommended that you reserve a corporate name in order to assure that your Articles of Incorporation are not rejected because the name you have selected is not available. You may skip this step and go to Step 2, but if the corporate name you have selected is not available, the Articles of Incorporation will be rejected and returned to you. SEE FORM 1 - APPLICATION FOR RESERVATION OF NAME This form should be typed or printed in BLACK ink. Note that “Professional Corporation” is not prominently listed, with only a naming reference among the choices. We suggest you ‘write it in’ on the form: “ RSA 294-A:7 Professional Corporation ”. Do check the first box.  A name is reserved for a NON-RENEWABLE 120 day period.  You may call the Secretary of State’s office to check the availability of a name. This information will not guarantee that a name will be available when you choose to reserve or use it. A final decision regarding name availability will be made when the application is submitted for filing. Telephone name searches are only preliminary and do not guarantee the availability of the name. Call: 603-271-3246. This must be submitted in duplicate (original and one copy).  The filing fee is $15.00. To reserve a corporate name, mail the original and one copy of your APPLICATION FOR RESERVATION OF NAME along with the $15.00 filing fee (Make check payable to the Secretary of State) to: Corporate Division Department of State 107 North Main Street Concord, NH 03301-4989 Step 2: See FORM: NH-00INCP ARTICLES OF INCORPORATION & “FORM SRA” The form contains detailed instructions for completing the Articles. Step 3: Complete “Form SRA” This form is included with the Articles of Incorporation, and includes separate instructions. Step 4: Mail the signed and dated original ARTICLES OF INCORPORATION with FORM SRA and the filing fee (make check payable to ‘Maryland Secretary of State’), to: State Department of Assessments and Taxation 301 West Preston Street Baltimore, Maryland 21201 Telephone: (410) 767-1340 A sample cover letter is included. See FORM: NH-PC-TL SAMPLE TRANSMITTAL LETTER Step 5: Upon return of the Articles of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: NH-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM: NH-PC-BL SAMPLE BY-LAWS Step 6: Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 7: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 8: Open a Corporate bank account and conduct business. Step 8: Hold an annual meeting of the directors and shareholders at least once a year t o elect directors and officers for the upcoming year and to take action as needed. See FORM: NH-PC-AM SAMPLE ANNUAL MINUTES General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: NH-PC-CR Ongoing: Maintain Corporate Records, as required by Statute. 293-A:16.01 Corporate Records. (a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation. (b) A corporation shall maintain appropriate accounting records. (c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each. (d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. (e) A corporation shall keep a copy of the following records at its principal office: (1) Its articles or restated articles of incorporation and all amendments to the m currently in effect. (2) Its bylaws or restated bylaws and all amendments to them currently in effect. (3) Resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding. (4) The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past 3 years. (5) All written communications to shareholders generally within the past 3 years, including the financial statements furnished for the past 3 years under RSA 293- A:16.20. (6) A list of the names and business addresses of its current directors and officers. (7) Its most recent annual report delivered to the secretary of state under RSA 293-A:16.22. Annual Report: An annual report is required. There is a $25 per month late fee. Contact the Department of State, Corporations Division for details. * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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