293-A:14.05 Effect Of Dissolution

Last revised 1992 § Leave a Comment

(a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

  • (1) Collecting its assets.
  • (2) Disposing of its properties that will not be distributed in kind to its shareholders.
  • (3) Discharging or making provision for discharging its liabilities.
  • (4) Distributing its remaining property among its shareholders according to their interests.
  • (5) Doing every other act necessary to wind up and liquidate its business and affairs.

(b) Prior to making any distribution of its remaining property among its shareholders according to their interests, the corporation shall first obtain a certificate of dissolution from the department of revenue administration in accordance with RSA 77-A:18 and RSA 77-E:12.

(c) Dissolution of a corporation does not:

  • (1) Transfer title to the corporation’s property.
  • (2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation’s share transfer records.
  • (3) Subject its directors or officers to standards of conduct different from those prescribed in RSA 293-A:8.01 through 293-A:8.58.
  • (4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws.
  • (5) Prevent commencement of a proceeding by or against the corporation in its corporate name.
  • (6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.
  • (7) Terminate the authority of the registered agent of the corporation.
  • Revisions

    1992, 255:1. 1993, 350:26, eff. July 1, 1993.

    Area of Law



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