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2018 New Hampshire Revised Statutes
Title XXVII - Corporations, Associations, and Proprietors of Common Lands
Chapter 293-A - New Hampshire Business Corporation Act
Section 293-A:15.22 - Withdrawal Upon Conversion to a Nonfiling Entity.
Universal Citation: NH Rev Stat § 293-A:15.22 (2018)
293-A:15.22 Withdrawal Upon Conversion to a Nonfiling Entity. –
(a) A foreign corporation authorized to transact business in this state that converts to a domestic or foreign nonfiling entity shall apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application must set forth:
(1) the name of the foreign corporation and the name of the state or country under whose law it was incorporated before the conversion;
(2) that it surrenders its authority to transact business in this state as a foreign corporation;
(3) the type of unincorporated entity to which it has been converted and the jurisdiction whose laws govern its internal affairs;
(4) if it has been converted to a foreign unincorporated entity:
(i) that it revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(ii) a mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under paragraph (i); and
(iii) a commitment to notify the secretary of state in the future of any change in its mailing address.
(b) After the withdrawal under this section of a corporation that has converted to a foreign unincorporated entity is effective, service of process on the secretary of state is service on the foreign unincorporated entity. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign unincorporated entity at the mailing address set forth under RSA 293-A:15.22(a)(4).
(c) After the withdrawal under this section of a corporation that has converted to a domestic unincorporated entity is effective, service of process shall be made on the unincorporated entity in accordance with the regular procedures for service of process on the form of unincorporated entity to which the corporation was converted.
(a) A foreign corporation authorized to transact business in this state that converts to a domestic or foreign nonfiling entity shall apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application must set forth:
(1) the name of the foreign corporation and the name of the state or country under whose law it was incorporated before the conversion;
(2) that it surrenders its authority to transact business in this state as a foreign corporation;
(3) the type of unincorporated entity to which it has been converted and the jurisdiction whose laws govern its internal affairs;
(4) if it has been converted to a foreign unincorporated entity:
(i) that it revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(ii) a mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under paragraph (i); and
(iii) a commitment to notify the secretary of state in the future of any change in its mailing address.
(b) After the withdrawal under this section of a corporation that has converted to a foreign unincorporated entity is effective, service of process on the secretary of state is service on the foreign unincorporated entity. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign unincorporated entity at the mailing address set forth under RSA 293-A:15.22(a)(4).
(c) After the withdrawal under this section of a corporation that has converted to a domestic unincorporated entity is effective, service of process shall be made on the unincorporated entity in accordance with the regular procedures for service of process on the form of unincorporated entity to which the corporation was converted.
Source. 2013, 142:1, eff. Jan. 1, 2014.
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