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2018 New Hampshire Revised Statutes
Title XXVII - Corporations, Associations, and Proprietors of Common Lands
Chapter 292 - Voluntary Corporations and Associations
Section 292:30 - Revival of Charter.
Universal Citation: NH Rev Stat § 292:30 (2018)
292:30 Revival of Charter. –
I. Any corporation whose charter has been repealed, revoked, and annulled pursuant to this subdivision may at any time apply for revival of its certificate of incorporation, together with all the rights, franchises, privileges, and immunities and subject to all of its duties, debts, and liabilities which have been secured or imposed by its original charter and all amendments thereto; provided, that if the corporation name is no longer available under the terms of RSA 292:3, the corporation shall file with its application for revival an amendment changing its name or a consent to use its original name.
II. The application for revival of the charter may be procured by filing an application for revival in the office of the secretary of state, which application is signed under oath and under penalties of perjury by an officer of the corporation and which certificate states:
(a) The name of the corporation, which shall be the name it bore when its certificate of incorporation expired;
(b) The address at which the business of the corporation is to be carried on;
(c) The names and addresses of all the officers and directors or governing board of the corporation;
(d) That the corporation desiring to be revived and so reviving its charter was organized under the laws of this state;
(e) The facts as may show that the charter has been forfeited pursuant to this subdivision;
(f) That the application is filed by authority of those who were directors or members of the governing body of the corporation at the time its charter was repealed, revoked, and annulled, or who were elected directors or members of the governing body of the corporation as provided in paragraph VI of this section;
(g) [Repealed.]
(h) That the corporation has, as of the date of its application for revival, continued to operate consistent with its charter since such charter was repealed, revoked, and annulled; and
(i) That such revival will be in the public good.
III. Upon the filing of the application for revival, the secretary of state shall determine the completeness and accuracy of the application. When the revival is effective, the corporation shall be revived with the same force and effect as if its charter had not been forfeited pursuant to this subdivision. Such reinstatement shall validate all contracts, acts, matters and things made, done and performed within the scope of its charter by the corporation, its officers and agents during the time when its charter was forfeited pursuant to this subdivision, with the same force and effect and to all intents and purposes as if the charter had at all times remained in full force and effect, except as provided in paragraph IX. All real and personal property, rights and credits, which belonged to the corporation at the time its charter became forfeited pursuant to this subdivision and which were not disposed of prior to the time of its revival shall be vested in the corporation after its revival as fully and amply as they were held by the corporation at and before the time its charter became forfeited pursuant to this subdivision; and the corporation after its revival shall be as exclusively liable for all contracts, acts, matters and things made, done or performed in its name and on its behalf by its officers and agents prior to its reinstatement, as if its charter had at all times remained in full force and effect.
IV. Any corporation seeking to revive its charter under the provisions of this chapter shall pay to the secretary of state a sum equal to all fees in arrears and due at the time its charter became forfeited pursuant to this subdivision plus a fee of $50.
V. If a sufficient number of the last acting officers of any corporation desiring to revive its charter are not available by reason of death or unknown address, the directors of the corporation or those remaining on the board, even if only one, may elect successors to such officers. In any case where there shall be no directors of the corporation available for the purposes aforesaid, the stockholders may elect a full board of directors as provided by the bylaws of the corporation and shall then elect such officers as are provided by law, by the certificate of incorporation or by the bylaws to carry on the business and affairs of the corporation. A special meeting of the stockholders for the purposes of electing directors may be called by any officer, director or stockholder upon notice, which notice shall state the date, place and time of the meeting and the purpose thereof.
VI. After a revival of the charter of the corporation shall have been effected (except where a special meeting of stockholders has been called in accordance with the provisions of paragraph V), the officers who signed the certificate of revival shall, jointly, forthwith call a special meeting of the stockholders of the corporation upon written notice, which notice shall state the date, place and time of the meeting and the purpose thereof. At the special meeting the stockholders shall elect a full board of directors, which board shall then elect such officers as are provided by law, by the charter or by the bylaws to carry on the business and affairs of the corporation.
VII. For the purpose of this section, the term "director" includes the governing body of a corporation which has no board of directors and the term "stockholder" includes members of a corporation entitled to vote for members of the corporation's governing body.
VIII. If the secretary of state is not satisfied that a certificate of revival is authorized by the directors or stockholders of a corporation as required by this section, he may decline to accept the certificate and the revival shall not occur.
IX. Revival of a charter under this section shall not be construed to influence any pending actions or otherwise affect any liabilities or interfere with any course of action against such corporation for the period during which the charter was repealed or revoked.
I. Any corporation whose charter has been repealed, revoked, and annulled pursuant to this subdivision may at any time apply for revival of its certificate of incorporation, together with all the rights, franchises, privileges, and immunities and subject to all of its duties, debts, and liabilities which have been secured or imposed by its original charter and all amendments thereto; provided, that if the corporation name is no longer available under the terms of RSA 292:3, the corporation shall file with its application for revival an amendment changing its name or a consent to use its original name.
II. The application for revival of the charter may be procured by filing an application for revival in the office of the secretary of state, which application is signed under oath and under penalties of perjury by an officer of the corporation and which certificate states:
(a) The name of the corporation, which shall be the name it bore when its certificate of incorporation expired;
(b) The address at which the business of the corporation is to be carried on;
(c) The names and addresses of all the officers and directors or governing board of the corporation;
(d) That the corporation desiring to be revived and so reviving its charter was organized under the laws of this state;
(e) The facts as may show that the charter has been forfeited pursuant to this subdivision;
(f) That the application is filed by authority of those who were directors or members of the governing body of the corporation at the time its charter was repealed, revoked, and annulled, or who were elected directors or members of the governing body of the corporation as provided in paragraph VI of this section;
(g) [Repealed.]
(h) That the corporation has, as of the date of its application for revival, continued to operate consistent with its charter since such charter was repealed, revoked, and annulled; and
(i) That such revival will be in the public good.
III. Upon the filing of the application for revival, the secretary of state shall determine the completeness and accuracy of the application. When the revival is effective, the corporation shall be revived with the same force and effect as if its charter had not been forfeited pursuant to this subdivision. Such reinstatement shall validate all contracts, acts, matters and things made, done and performed within the scope of its charter by the corporation, its officers and agents during the time when its charter was forfeited pursuant to this subdivision, with the same force and effect and to all intents and purposes as if the charter had at all times remained in full force and effect, except as provided in paragraph IX. All real and personal property, rights and credits, which belonged to the corporation at the time its charter became forfeited pursuant to this subdivision and which were not disposed of prior to the time of its revival shall be vested in the corporation after its revival as fully and amply as they were held by the corporation at and before the time its charter became forfeited pursuant to this subdivision; and the corporation after its revival shall be as exclusively liable for all contracts, acts, matters and things made, done or performed in its name and on its behalf by its officers and agents prior to its reinstatement, as if its charter had at all times remained in full force and effect.
IV. Any corporation seeking to revive its charter under the provisions of this chapter shall pay to the secretary of state a sum equal to all fees in arrears and due at the time its charter became forfeited pursuant to this subdivision plus a fee of $50.
V. If a sufficient number of the last acting officers of any corporation desiring to revive its charter are not available by reason of death or unknown address, the directors of the corporation or those remaining on the board, even if only one, may elect successors to such officers. In any case where there shall be no directors of the corporation available for the purposes aforesaid, the stockholders may elect a full board of directors as provided by the bylaws of the corporation and shall then elect such officers as are provided by law, by the certificate of incorporation or by the bylaws to carry on the business and affairs of the corporation. A special meeting of the stockholders for the purposes of electing directors may be called by any officer, director or stockholder upon notice, which notice shall state the date, place and time of the meeting and the purpose thereof.
VI. After a revival of the charter of the corporation shall have been effected (except where a special meeting of stockholders has been called in accordance with the provisions of paragraph V), the officers who signed the certificate of revival shall, jointly, forthwith call a special meeting of the stockholders of the corporation upon written notice, which notice shall state the date, place and time of the meeting and the purpose thereof. At the special meeting the stockholders shall elect a full board of directors, which board shall then elect such officers as are provided by law, by the charter or by the bylaws to carry on the business and affairs of the corporation.
VII. For the purpose of this section, the term "director" includes the governing body of a corporation which has no board of directors and the term "stockholder" includes members of a corporation entitled to vote for members of the corporation's governing body.
VIII. If the secretary of state is not satisfied that a certificate of revival is authorized by the directors or stockholders of a corporation as required by this section, he may decline to accept the certificate and the revival shall not occur.
IX. Revival of a charter under this section shall not be construed to influence any pending actions or otherwise affect any liabilities or interfere with any course of action against such corporation for the period during which the charter was repealed or revoked.
Source. 1978, 21:1. 1988, 93:8, 9. 1991, 7:7, 8, 11. 2014, 179:1, eff. Sept. 9, 2014. 2017, 171:2, eff. Aug. 27, 2017.
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