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2021 New Hampshire Revised Statutes
Title XXVII - Corporations, Associations, and Proprietors of Common Lands
Title 293-A - New Hampshire Business Corporation Act
Section 293-A:14.22-a - Late Reinstatement.
Universal Citation:
NH Rev Stat § 293-A:14.22-a (2021)
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293-A:14.22-a Late Reinstatement. –
(a) A corporation administratively dissolved under RSA 293-A:14.21 may apply to the secretary of state for late reinstatement if more than 3 years have expired since the effective date of dissolution upon a showing by the corporation's acting or former directors or officers that such late reinstatement will materially benefit one or more of the corporation's legal constituents and will not operate as a fraud upon the public. The application shall:
(1) Recite the name of the corporation and the effective date of its administrative dissolution;
(2) State that the ground or grounds for dissolution either did not exist or have been eliminated;
(3) State that the corporation's name or proposed name satisfies the requirements of RSA 293-A:4.01;
(4) Contain a certificate from the New Hampshire department of revenue administration in accordance with RSA 77-A:18, III, and RSA 77-E:12, III;
(5) Contain a statement asserting that no lawsuits are pending against the corporation;
(6) Contain a statement explaining the reason that reinstatement is being requested;
(7) Include all of the annual report fees, if any, for each year since the date of dissolution; and
(8) Contain a statement from the commissioner of the department of employment security showing that to the best of the commissioner's knowledge, as of the date of the statement, such corporation has paid all of its contributions or that it was not liable for any contributions, or that it has made adequate provisions, with such surety as shall be satisfactory to the future payment of any contributions.
(b) Notice of the late reinstatement shall 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 or the secretary of state's Internet website. The notice shall:
(1) Indicate that all interested parties are encouraged to submit comments.
(2) Include the mailing address of the secretary of state.
(c) If the secretary of state determines that the information submitted in the application for late reinstatement is correct, that the corporation has made the showing required under RSA 293-A:14.22-a(a), that it is accompanied by the fee required under RSA 293-A:1.22(a)(12), and that the corporation should be reinstated, the secretary of state shall cancel the notice of dissolution and prepare a notice of reinstatement that recites the determination and the effective date of reinstatement and mail said notice to the corporation.
(d) If the application for reinstatement included a change of name of the corporation, the notice shall set forth the change of name of the corporation and the fee required pursuant to RSA 293-A:1.22(a)(2), and the notice shall constitute an amendment to the articles of incorporation. If the application for reinstatement included a change of the registered agent, the notice shall set forth the name of the new registered agent and the fee required pursuant to RSA 293-A:1.22(b)(5).
(e) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.
(f) [Repealed.]
(g) [Repealed.]
(a) A corporation administratively dissolved under RSA 293-A:14.21 may apply to the secretary of state for late reinstatement if more than 3 years have expired since the effective date of dissolution upon a showing by the corporation's acting or former directors or officers that such late reinstatement will materially benefit one or more of the corporation's legal constituents and will not operate as a fraud upon the public. The application shall:
(1) Recite the name of the corporation and the effective date of its administrative dissolution;
(2) State that the ground or grounds for dissolution either did not exist or have been eliminated;
(3) State that the corporation's name or proposed name satisfies the requirements of RSA 293-A:4.01;
(4) Contain a certificate from the New Hampshire department of revenue administration in accordance with RSA 77-A:18, III, and RSA 77-E:12, III;
(5) Contain a statement asserting that no lawsuits are pending against the corporation;
(6) Contain a statement explaining the reason that reinstatement is being requested;
(7) Include all of the annual report fees, if any, for each year since the date of dissolution; and
(8) Contain a statement from the commissioner of the department of employment security showing that to the best of the commissioner's knowledge, as of the date of the statement, such corporation has paid all of its contributions or that it was not liable for any contributions, or that it has made adequate provisions, with such surety as shall be satisfactory to the future payment of any contributions.
(b) Notice of the late reinstatement shall 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 or the secretary of state's Internet website. The notice shall:
(1) Indicate that all interested parties are encouraged to submit comments.
(2) Include the mailing address of the secretary of state.
(c) If the secretary of state determines that the information submitted in the application for late reinstatement is correct, that the corporation has made the showing required under RSA 293-A:14.22-a(a), that it is accompanied by the fee required under RSA 293-A:1.22(a)(12), and that the corporation should be reinstated, the secretary of state shall cancel the notice of dissolution and prepare a notice of reinstatement that recites the determination and the effective date of reinstatement and mail said notice to the corporation.
(d) If the application for reinstatement included a change of name of the corporation, the notice shall set forth the change of name of the corporation and the fee required pursuant to RSA 293-A:1.22(a)(2), and the notice shall constitute an amendment to the articles of incorporation. If the application for reinstatement included a change of the registered agent, the notice shall set forth the name of the new registered agent and the fee required pursuant to RSA 293-A:1.22(b)(5).
(e) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.
(f) [Repealed.]
(g) [Repealed.]
Source. 2013, 142:1. 2015, 273:9, eff. Jan. 1, 2016. 2017, 171:1, eff. Aug. 27, 2017.
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