Fill and Sign the New Hampshire Dissolve Form

DISSOLUTION OF A CORPORATION NEW HAMPSHIRE Electronic Version STATUTORY REFERENCE NEW HAMPSHIRE REVISED STATUTES, §§ 293A:14.01 through 293A:14.40 INTRODUCTION AND LAW SUMMARY A New Hampshire corporation may be dissolved voluntarily, administratively or judicially. THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth: (1) The name of the corporation. (2) The date of its incorporation. (3) Either: (i) That none of the corporation's shares has been issued; or (ii) That the corporation has not commenced business. (4) That no debt of the corporation remains unpaid. (5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued. (6) That a majority of the incorporators or initial directors authorized the dissolution. A corporation's board of directors may propose dissolution for submission to the shareholders. For a proposal to dissolve to be adopted: (1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and (2) The shareholders entitled to vote must approve the proposal to dissolve. Unless the articles of incorporation or the board of directors require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal. The board of directors may condition its submission of the proposal for dissolution on any basis. The corporation must notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with RSA 293-A:7.05. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation. At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth: (1) The name of the corporation. (2) The date dissolution was authorized. (3) If dissolution was approved by the shareholders: (i) The number of votes entitled to be cast on the proposal to dissolve; and (ii) Either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval. (4) If voting by voting groups was required, the information required must be separately provided for each voting group entitled to vote separately on the plan to dissolve. (5) A certificate of mailing of a copy of the articles of dissolution to the department of revenue. A corporation is dissolved effective as of the date of filing its articles of dissolution. 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: (1) Collecting its assets. (2) Disposing of its properties that will not be distributed in kind to its shareholders. (3) Discharging or making provision for discharging its liabilities. (4) Distributing its remaining property among its shareholders according to their interests. (5) Doing every other act necessary to wind up and liquidate its business and affairs. Prior to making any distribution of its remaining property among its shareholders according to their interests, the corporation must first obtain a certificate of dissolution from the department of revenue administration in accordance with RSA 77-A:18 and RSA 77-E:12. Dissolution of a corporation does not: (1) Transfer title to the corporation's property. (2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records. (3) Subject its directors or officers to standards of conduct different from those prescribed in RSA 293-A:8.01 through 293-A:8.58. (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. (5) Prevent commencement of a proceeding by or against the corporation in its corporate name. (6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution. (7) Terminate the authority of the registered agent of the corporation. A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (1) Describe information that must be included in a claim; (2) Provide a mailing address where a claim may be sent; (3) State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (4) State that the claim will be barred if not received by the deadline. A claim against the dissolved corporation is barred if a claimant who was given this written notice does not deliver the claim to the dissolved corporation by the deadline or if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days after the effective date of the rejection notice. A “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. The notice must: (1) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office, or, if none in this state, its registered office, is or was last located; (2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within 5 years after the publication of the notice. If a dissolved corporation publishes a newspaper notice in accordance with the statutory provisions, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within 5 years after the publication date of the newspaper notice: (1) A claimant who did not receive written notice under RSA 293-A:14.06; (2) A claimant whose claim was timely sent to the dissolved corporation but not acted on; (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. A claim may be enforced against a dissolved corporation, to the extent of its undistributed assets or, if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of his pro rata share of the claim or the corporate assets distributed to him in liquidation, whichever is less. A shareholder's total liability for all claims may not exceed the total amount of assets distributed to him. Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them must be reduced to cash and be reported as unclaimed property and be held subject to the provisions of RSA 471-C. STEPS AND GUIDELINES TO DISSOLVE A NEW HAMPSHIRE CORPORATION Step 1: If the corporation has NOT issued shares or commenced business, follow these instructions (If the corporation has issued shares or commenced business, go to Steps 2 and 3 below): SEE FORM 1 – ARTICLES OF DISSOLUTION BY INCORPORATOR(S) OR INITIAL DIRECTORS This form should be typed or printed legibly in BLACK ink.  FIRST: Provide the exact name of the corporation.  SECOND: Provide the date of incorporation.  THIRD: Indicate the status of the corporation.  FOURTH: There is nothing to add to this section. THIS MUYST BE A TRUE STATEMENT AND IS REQUIRED.  FIFTH: There is nothing to add to this section. THIS MUYST BE A TRUE STATEMENT AND IS REQUIRED.  SIXTH: Indicate how the dissolution was authorized. Provide the date, the exact name of the corporation, the title of the person executing the Articles (this must be the Chairman of the Board of Directors, an officer of the corporation, or if directors and officers have not been selected, by an incorporator), the signature of the person executing the Articles, and the printed name of the person executing the Articles. File the original and one copy of the Articles of Dissolution. The filing fee is $35.00. Mail the original and one copy of the Articles of Dissolution and the $35.00 filing fee (make check payable to Secretary of State) to: Corporation Division Department of State 107 North Main Street Concord, NH 03301-4989 603-271-3224 A cover letter to send with Articles of Dissolution is included for your use. SEE FORM 2 - TRANSMITTAL LETTER Step 2: ARTICLES OF DISSOLUTION BY THE BOARD OF DIRECTORS AND SHAREHOLDERS 1. The Board of Directors may propose to the shareholders that the corporation be dissolved. For a proposal to dissolve to be adopted by the shareholders, the proposal MUST be recommended by the Board. SEE FORM 3 - RESOLUTION OF BOARD REGARDING DISSOLUTION OF THE CORPORATION 2. EVERY shareholder must be notified of a shareholder's meeting to consider dissolving the corporation. SEE FORM 4 - NOTICE OF SPECIAL MEETING 3. Unless the Board of Directors or the Articles of Incorporation require a greater vote, the Resolution of the Board must be approved by a majority of the shareholders. 4. In the alternative, all of the shareholders may, without action of the Board, agree by written consent to dissolve the corporation. SEE FORM 5 - WRITTEN CONSENT OF SHAREHOLDERS Step 3: Once the decision to dissolve the corporation has been made and approved, then you must file Articles of Dissolution. SEE FORM 6 – ARTICLES OF DISSOLUTION This form should be typed or printed legibly in BLACK ink.  FIRST: Provide the exact name of the corporation.  SECOND: Provide the date the dissolution was authorized.  THIRD: Indicate the vote by which the dissolution was authorized. If the dissolution is by consent, attach a copy of the consent.  FOURTH: There is nothing to add to this section. THIS MUST BE A TRUE AND CORRECT STATEMENT.  Provide the date that a copy of the Articles of Dissolution was mailed to the Department of Revenue Administration. Provide the date, the exact name of the corporation, the title of the person executing the Articles (this must be the Chairman of the Board of Directors, an officer of the corporation, or if directors and officers have not been selected, by an incorporator), the signature of the person executing the Articles, and the printed name of the person executing the Articles. File the original and one copy of the Articles of Dissolution. The filing fee is $35.00. Mail the original and one copy of the Articles of Dissolution and the $35.00 filing fee (make check payable to Secretary of State) to: Corporation Division Department of State 107 North Main Street Concord, NH 03301-4989 603-271-3224 A cover letter to send with Articles of Dissolution is included for your use. SEE FORM 2 - TRANSMITTAL LETTER Step 4: Once the corporation has been dissolved, in order to dispose of or limit all claims against the corporation, you must complete the dissolution by doing the following (See introduction above for details regarding these requirements ) : 1. You must mail a notice to all known claimants. SEE FORM 7. 2. The notice must be published one time in a newspaper of general circulation in the county where the dissolved corporation’s principal office or, if none in this state, its registered office is or was last located. SEE FORM 8. 3. This Notice should be sent to creditors when you determine if all or part of their claim is rejected or accepted. SEE FORM 9. Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty must apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM 1 ARTICLES OF DISSOLUTION BY INCORPORATOR(S) OR INITIAL DIRECTORS Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/NH/NH-Diss-initial.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FORM 2 TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date Corporation Division Department of State 107 North Main Street Concord, NH 03301-4989 Re: Articles of Dissolution Dear Sir: Enclosed please find the original and one copy of Resolution to Dissolve Affidavit/Articles of Dissolution and the $35.00 filing fee. Please file and provide a filed copy to me. Please contact me at the above address if you require anything further. With kindest regards, I am Sincerely yours, __________________________ Signature FORM 3 RESOLUTION OF DIRECTORS RESOLUTION OF THE DIRECTORS OF _________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of _______________________________________________________________________, a New Hampshire corporation, made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows: ______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___. _____________________________________ Director _____________________________________ Director _____________________________________ Director Attest: _____________________________________ Secretary FORM 4 NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF _______________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of _______________________________________________________________________, a New Hampshire corporation, made and seconded, the following resolution was adopted by a majority of the following address: ___________________________________________ ___________________________________________ ___________________________________________ The purpose of the meeting is to seek shareholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors. This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting. _____________________________________ Secretary FORM 5 WRITTEN CONSENT OF THE STOCKHOLDERS WRITTEN CONSENT OF THE STOCKHOLDERS OF _________________________________ The undersigned, being all the shareholders of _______________________________________, a New Hampshire corporation, hereby consent to the dissolution of the corporation. Dated this the ______ day of ______________________________, 20___. ____________________________________ Shareholder ____________________________________ Shareholder ____________________________________ Shareholder FORM 6 ARTICLES OF DISSOLUTION BY BOARD OF DIRECTORS AND SHAREHOLDERS Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/NH/NH-Diss.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FORM 7 NOTICE OF DISSOLUTION AND REQUEST FOR CLAIMS NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS Notice is given that Articles of Dissolution for ______________________________________________________________________________ (name of corporation), a New Hampshire corporation with its office at ______________________________________________________________________________ (address of office), have been filed with the Secretary of State in accordance with the laws of the State of New Hampshire. The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim. All claims must be received _________________________________________ (this date can be no earlier than 120 days from the date of this notice). All claims will be barred if not received by this date. DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title FORM 8 NOTICE OF DISSOLUTION AND REQUEST FOR CLAIMS (For Publication) NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS Notice is given that Articles of Dissolution for ______________________________________________________________________________ (name of corporation), a New Hampshire corporation with its office at ______________________________________________________________________________ (address of office), have been filed with the Secretary of State in accordance with the laws of the State of New Hampshire. The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim. All claims will be barred unless a proceeding to enforce the claim is commenced within 5 years after the publication of this notice. DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title FORM 9 NOTICE OF ACCEPTANCE OR REJECTION OF CLAIM NOTICE OF ACCEPTANCE OR REJECTION OF CLAIM You are hereby notified that on the _____day of _____________________________, 20 _____, ____________________________________________________________________, a New Hampshire corporation, rejected all or part of the claim you submitted to the corporation. _____ ALL OF YOUR CLAIM WAS REJECTED. _____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was rejected is: ______________________________________________________________________________ ______________________________________________________________________________ The part of your claim that is admitted is: ______________________________________________________________________________ ______________________________________________________________________________ Name of Corporation: ___________________________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________