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2019 New Hampshire Revised Statutes
Title XXVII - Corporations, Associations, and Proprietors of Common Lands
Chapter 293-A - New Hampshire Business Corporation Act
Section 293-A:9.52 - Action on a Plan of Entity Conversion.
Universal Citation: NH Rev Stat § 293-A:9.52 (2019)
293-A:9.52 Action on a Plan of Entity Conversion. –
(a) In the case of an entity conversion of a domestic business corporation to a domestic or foreign unincorporated entity:
(1) The plan of entity conversion must be adopted by the board of directors.
(2) After adopting the plan of entity conversion, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation or (ii) RSA 293-A:8.26 applies. If (i) or (ii) applies, the board of directors shall transmit to the shareholders the basis for that determination.
(3) The board of directors may condition its submission of the plan of entity conversion to the shareholders on any basis.
(4) If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan of entity conversion is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the organic documents as they will be in effect immediately after the entity conversion.
(5) Unless the articles of incorporation, or the board of directors acting pursuant to RSA 293-A:9.52(a)(3), requires a greater vote or a greater number of votes to be present, approval of the plan of entity conversion requires the approval of each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.
(6) If any provision of the articles of incorporation, bylaws, or an agreement to which any of the directors or shareholders are parties, adopted or entered into before the effective date of RSA 293-A:9.50 through RSA 293-A:9.56, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is subsequently amended.
(7) If as a result of the conversion one or more shareholders of the corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of conversion shall require the signing, by each such shareholder who does not assert appraisal rights, of a separate written consent to become subject to such owner liability.
(8) A plan of entity conversion may be approved for a participating corporation by written consent of shareholders entitled to vote, as provided in RSA 293-A:7.04. If the plan of entity conversion is approved by written consent of all shareholders, whether or not entitled to vote, a resolution of the board of directors of the participating corporation approving, proposing, submitting, recommending, or otherwise respecting the plan of entity conversion is not necessary and shareholders of the participating corporation are not entitled to receive notice of or to dissent from the plan of entity conversion.
(a) In the case of an entity conversion of a domestic business corporation to a domestic or foreign unincorporated entity:
(1) The plan of entity conversion must be adopted by the board of directors.
(2) After adopting the plan of entity conversion, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation or (ii) RSA 293-A:8.26 applies. If (i) or (ii) applies, the board of directors shall transmit to the shareholders the basis for that determination.
(3) The board of directors may condition its submission of the plan of entity conversion to the shareholders on any basis.
(4) If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan of entity conversion is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the organic documents as they will be in effect immediately after the entity conversion.
(5) Unless the articles of incorporation, or the board of directors acting pursuant to RSA 293-A:9.52(a)(3), requires a greater vote or a greater number of votes to be present, approval of the plan of entity conversion requires the approval of each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.
(6) If any provision of the articles of incorporation, bylaws, or an agreement to which any of the directors or shareholders are parties, adopted or entered into before the effective date of RSA 293-A:9.50 through RSA 293-A:9.56, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is subsequently amended.
(7) If as a result of the conversion one or more shareholders of the corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of conversion shall require the signing, by each such shareholder who does not assert appraisal rights, of a separate written consent to become subject to such owner liability.
(8) A plan of entity conversion may be approved for a participating corporation by written consent of shareholders entitled to vote, as provided in RSA 293-A:7.04. If the plan of entity conversion is approved by written consent of all shareholders, whether or not entitled to vote, a resolution of the board of directors of the participating corporation approving, proposing, submitting, recommending, or otherwise respecting the plan of entity conversion is not necessary and shareholders of the participating corporation are not entitled to receive notice of or to dissent from the plan of entity conversion.
Source. 2013, 142:1, eff. Jan. 1, 2014.
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