HB405 (2011) Detail

Relative to dissolving corporations.


HB 405 – AS INTRODUCED

2011 SESSION

11-0618

03/09

HOUSE BILL 405

AN ACT relative to dissolving corporations.

SPONSORS: Rep. White, Graf 11

COMMITTEE: Commerce and Consumer Affairs

ANALYSIS

This bill provides that the filing of articles of dissolution by a corporation shall not effect a court determination of fair market value of the shares of a shareholder who has petitioned for judicial dissolution and eliminates the authority of the petitioner to continue to pursue claims on behalf of the corporation.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Explanation: Matter added to current law appears in bold italics.

Matter removed from current law appears [in brackets and struckthrough.]

Matter which is either (a) all new or (b) repealed and reenacted appears in regular type.

11-0618

03/09

STATE OF NEW HAMPSHIRE

In the Year of Our Lord Two Thousand Eleven

AN ACT relative to dissolving corporations.

Be it Enacted by the Senate and House of Representatives in General Court convened:

1 Corporate Dissolution Following Court Order to Purchase Shares. Amend RSA 293-A:14.34(g) to read as follows:

(g) The purchase ordered pursuant to subsection (e), shall be made within 10 days after the date the order becomes final, unless before that time the corporation files with the court a notice of its intention to adopt articles of dissolution pursuant to RSA 293-A:14.02 and RSA 293-A:14.03, which articles shall then be adopted and filed within 50 days thereafter. Upon filing of such articles of dissolution, the corporation shall be dissolved in accordance with the provisions of RSA 293-A:14.05 through 293-A:14.07 and the order entered pursuant to subsection (e) shall no longer be of any force or effect, except that the court may award the petitioning shareholder reasonable fees and expenses in accordance with the provisions of the last sentence of subsection (e) and [the petitioner may continue to pursue any claims previously asserted on behalf of the corporation] the filing of a notice of intention to adopt articles of dissolution shall have no effect on prior orders determining the fair value of the petitioner’s shares issued under subsection (d).

2 Effective Date. This act shall take effect January 1, 2012.