Corporate Director and Shareholder Liability for Unlawful Distributions in New Hampshire

At a glance

Requirements one by one

Director conduct and the recovery amount

RSA § 293-A:8.33(a) reaches a director who voted for or assented to a payment exceeding § 293-A:6.40(a) or the dissolved-corporation duty in § 293-A:14.09(a). The claimant must prove the director failed § 293-A:8.30 when taking the action. The director owes the corporation the excess over a permitted payment. Section 293-A:8.30 requires good faith, a reasonable belief in corporate interests, appropriate care, and permits qualified reliance on specified information.

Contribution, recoupment, and assent

Under § 293-A:8.33(b), a liable director may obtain contribution from each other director who could be liable and a pro-rata recoupment from each shareholder who knowingly accepted the unlawful amount. Section 293-A:8.24(d) presumes a present director assented unless the director timely objects, records a dissent or abstention, or delivers written notice before or immediately after adjournment. A director who votes in favor cannot use that dissent route.

Separate clocks for the primary and follow-on claims

Section 293-A:8.33(c) gives two years for the director claim, running from the § 293-A:6.40(e) or (g) measurement date, the articles-restriction violation date, or the date assets were distributed to shareholders under § 293-A:14.09(a). Section 293-A:6.40(e) uses different measurement events for share acquisitions, distribution debt, and other payments; the latter uses authorization if paid within 120 days, otherwise payment. A contribution or recoupment suit has one year after final adjudication of the claimant director's liability.

What trips people up

Section 293-A:6.40(h) excludes liquidation distributions from the ordinary financial-test provision. Section 293-A:14.09(a) separately requires a dissolved corporation's directors to pay or reasonably provide for claims before distributing assets to shareholders. Subsection (b) addresses claims barred or satisfied through the dissolved-corporation claims process.

Common questions

Can a director seek recoupment from a recipient who did not know of the violation?

Section 293-A:8.33(b)(2) requires knowledge of the cited violation when the shareholder accepted the unlawful amount.

Does the director's two-year clock also control the later contribution claim?

No. Section 293-A:8.33(c)(2) gives contribution and recoupment their own one-year period after final adjudication of the claimant's liability.

Statutes and sources

• N.H. Rev. Stat. Ann. § 293-A:1.40, accessed September 27, 2026: corporation and distribution definitions.
• N.H. Rev. Stat. Ann. § 293-A:6.40, accessed September 27, 2026: ordinary limits, dates, and liquidation exclusion.
• N.H. Rev. Stat. Ann. § 293-A:8.24, accessed September 27, 2026: presumed assent and dissent.
• N.H. Rev. Stat. Ann. § 293-A:8.30, accessed September 27, 2026: director conduct and reliance.
• N.H. Rev. Stat. Ann. § 293-A:8.33, accessed September 27, 2026: director liability, contribution, recoupment, and filing periods.
• N.H. Rev. Stat. Ann. § 293-A:14.09, accessed September 27, 2026: dissolved-corporation claims duty.