Corporate Merger and Share-Exchange Approval and Filing Requirements in New Hampshire

At a glance

Requirements one by one

Chapter 293-A covers corporations and eligible entities

N.H. Rev. Stat. § 293-A:11.01 defines a party and survivor, while §§ 293-A:11.02 and 293-A:11.03 let a domestic business corporation merge with domestic or foreign business corporations or eligible entities or use a share exchange for all shares or interests of one or more classes or series. The statute distinguishes acquiring and acquired parties, parents, subsidiaries, and eligible entities rather than treating every business combination as the same record.

The plan states structure, consideration, and organic documents

N.H. Rev. Stat. § 293-A:11.02 requires a merger plan to name each party and the survivor, state terms and conditions, describe conversion into the listed forms of consideration, and include the new or amended organic documents. Under § 293-A:11.03, a share-exchange plan names the acquired and acquiring parties, states its terms, and describes the exchange of the affected classes or series.

Both plans may make terms depend on objectively ascertainable outside facts. That flexibility does not remove the plan's required terms or the later amendment protections.

The board recommends approval or explains why it does not

Under N.H. Rev. Stat. § 293-A:11.04(a)-(c), each domestic board adopts the plan, submits it when holder approval is required, and transmits a recommendation for approval. If conflicts, special circumstances, or the statute's additional cross-referenced circumstance causes the board not to recommend approval, it transmits the basis for that determination. The board may condition submission on any basis.

Notice reaches nonvoters; written consent may be nonunanimous only by articles

N.H. Rev. Stat. §§ 293-A:7.05 and 293-A:11.04(d) require meeting notice no fewer than 10 and no more than 60 days before the meeting to every shareholder, voting or nonvoting. It states that considering the plan is a purpose and contains or accompanies a copy or summary of the plan and the existing or proposed survivor organic documents.

N.H. Rev. Stat. § 293-A:7.04 defaults to unanimous written action. The articles may instead authorize consents carrying the minimum votes needed at an all- present meeting. Sufficient consents must arrive within 60 days of the earliest signature; nonvoters receive notice within 10 days, and nonconsenting voters receive prompt notice. Appraisal materials remain an additional transaction-specific layer.

Votes cast control after a majority quorum

N.H. Rev. Stat. §§ 293-A:7.25 and 293-A:11.04(e)-(g) ordinarily require a quorum of at least a majority of votes entitled in each group. If that quorum exists, the group approves when votes cast for the plan exceed votes cast against it. The articles or a board submission condition may require more.

Separate groups include merger classes or series being converted, amendment- equivalent groups, each class or series included in an exchange, and groups created by the articles. The articles may eliminate only specified converted- share and exchange group rights, subject to the amendment/significant-change limit in § 293-A:11.04(g). Any holder who would acquire owner liability must separately consent in writing.

The survivor/acquirer exception has no 20% issuance test

Under N.H. Rev. Stat. § 293-A:11.04(h), and unless the articles opt out, a survivor or share-exchange acquirer needs no holder approval if its articles remain unchanged except for permitted amendments and every pretransaction holder keeps the same number of shares with identical preferences, limitations, and relative rights.

Unlike the common Model Act percentage formulation, New Hampshire's current text adds no 20% issuance cap. Section 293-A:11.04(b) also states no standalone exception merely because the corporation has issued no shares.

The 90%-parent route excuses subsidiary approvals

N.H. Rev. Stat. § 293-A:11.05 starts when a domestic parent owns shares carrying at least 90% of the voting power of every voting class and series of the subsidiary. The parent may merge the subsidiary into itself or another such subsidiary, or merge itself into the subsidiary, without the subsidiary board's or shareholders' approval, subject to contrary articles and foreign-subsidiary law.

The parent must notify every subsidiary shareholder within 10 days after effectiveness. Parent-side approvals otherwise follow the general rules; the section does not excuse them automatically. The complete current Chapter 11 states no holding-company reorganization or offer-followed-by-merger route.

Articles may use a plan-availability statement

N.H. Rev. Stat. § 293-A:11.06 requires articles containing either the plan or a statement that a voting shareholder may request it from the president or secretary, plus party names, survivor amendments or new articles, approval or no-vote recitals, and foreign-party authorization. Section 293-A:1.20 permits each party to sign through its chair, president, or another officer.

The Secretary of State fee is $35 under § 293-A:1.22. Section 293-A:1.23 makes an accepted filing effective at filing or at its stated time and permits a delayed effective date no later than the 90th day after filing.

Amendment and abandonment are express, and records have two horizons

N.H. Rev. Stat. §§ 293-A:11.02(f) and 293-A:11.03(f) permit amendment before filing only when the plan includes that authority. After holder approval, the plan may not change consideration, protected survivor organic documents, or other terms in a materially adverse way beyond the statute's limits.

Under § 293-A:11.08, a domestic party may abandon before effectiveness without another holder vote, using the plan procedure or, if none, the board's method, subject to other-party contract rights. If articles were already filed, an authorized representative files the abandonment statement before effect; the current fee is $35.

N.H. Rev. Stat. § 293-A:16.01 makes meeting and no-meeting shareholder/board action records permanent. It separately keeps the last three years of shareholder minutes, written consents, and general shareholder communications at the principal office.

Appraisal depends on route, holder group, and consideration

N.H. Rev. Stat. § 293-A:13.02 generally supplies appraisal for a merger when § 293-A:11.04 holder approval is required, a § 293-A:11.05 subsidiary merger, and the acquired corporation's exchanged classes. Continuing shares, market status, consideration, preferred-share terms, and interested-transaction facts can change that result.

Section 293-A:13.20 requires approval materials to state whether appraisal rights are, are not, or may be available and, when rights are or may be available, to include statutory and financial material. This page does not decide eligibility, demand compliance, fair value, or payment. Approval and filing also do not establish fiduciary fairness or satisfy tax, securities, proxy, tender, antitrust, creditor, fraudulent-transfer, employment, licensing, contract, industry, or other regulatory requirements.

Statutes and sources

• RSA Chapter 293-A, subdivision 11 — merger/share-exchange scope, plans, board and holder action, voting groups, survivor/acquirer exception, parent-subsidiary route, articles, effect, amendment, and abandonment. Official current merged RSA Chapter 293-A, accessed August 27, 2026.
• N.H. Rev. Stat. §§ 293-A:1.20-.23 and 7.04-.05, 7.25 — signer, filing, fees, effective time, meeting notice, written consent, quorum, and votes-cast threshold. Official current merged RSA Chapter 293-A, accessed August 27, 2026.
• N.H. Rev. Stat. §§ 293-A:13.02, 13.20, and 16.01 — appraisal boundary and notices plus permanent and three-year corporate records. Official current merged RSA Chapter 293-A, accessed August 27, 2026.