Corporate Shareholder Agreement Governance-Override Requirements in New Hampshire

At a glance

Requirements one by one

New Hampshire gives the agreement corporation-binding override effect

The route applies to a domestic for-profit corporation under RSA 293-A:1.40(4). A compliant agreement is effective among the shareholders and the corporation even when inconsistent with another Chapter 293-A provision. It may eliminate or restrict the board, govern distributions subject to the statutory limit, set directors and officers, divide voting power, govern property or service arrangements, transfer management or deadlock authority, require dissolution, or govern other corporate relationships not contrary to public policy (N.H. Rev. Stat. Ann. § 293-A:7.32(a)).

The distribution override remains subject to N.H. Rev. Stat. Ann. § 293-A:6.40(c), which bars a distribution that would leave the corporation unable to pay debts as due or fail the stated balance-sheet test.

Adoption is unanimous; amendment may use another agreed threshold

The agreement may appear in the articles or bylaws if all current shareholders approve it. Alternatively, every current shareholder signs a writing made known to the corporation. Amendment defaults to all shareholders at the time, but the agreement may state another rule (N.H. Rev. Stat. Ann. § 293-A:7.32(b)).

For this purpose, shareholder includes the registered holder and a beneficial owner to the extent of rights granted by a nominee certificate on file with the corporation. If no shares have issued, incorporators or subscribers may act as shareholders (N.H. Rev. Stat. Ann. §§ 293-A:1.40(21),(24), 293-A:7.32(g)).

The statute supplies a ten-year default, not an absolute cap

The agreement is valid for ten years unless it provides otherwise. Section 293-A:7.32 states no separate renewal or legacy-agreement rule.

The statutory effect ends when the corporation becomes public. Current RSA 293-A:1.40(18A) defines that event as shares becoming listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national securities association.

Missing notice preserves validity but can trigger rescission

The agreement's existence must be conspicuously noted on outstanding share certificates or the cross-referenced information statement. Existing certificates must be recalled and replaced. Missing notice does not invalidate the agreement or an action taken under it (N.H. Rev. Stat. Ann. § 293-A:7.32(c)).

An unknowing purchaser may rescind. A compliant notation supplies deemed knowledge; for uncertificated shares, the information statement also must be delivered by the time of purchase. The action is due by the earlier of ninety days after discovery or two years after purchase. N.H. Rev. Stat. Ann. § 293-A:6.26(b) separately requires the corporation to send an uncertificated shareholder the specified written statement within a reasonable time after issue or transfer.

Transferred board power moves liability without piercing the entity

When the agreement limits board discretion or power, directors are relieved and the persons receiving that authority assume the corresponding director-law liability to the same extent. The agreement's existence or performance, partnership-like treatment, or failure to observe covered formalities is not by itself a ground for shareholder personal liability (N.H. Rev. Stat. Ann. § 293-A:7.32(e)-(f)).

If the agreement ends and appears or is referenced in the articles or bylaws, the board may delete it and its references without shareholder action (N.H. Rev. Stat. Ann. § 293-A:7.32(d)).

What trips people up

Ten years is the statutory default, not a mandatory maximum. The same paragraph that states the period lets the agreement provide otherwise.

Unanimity at adoption also does not force unanimity forever. RSA 293-A:7.32(b)(2) allows the agreement itself to establish a different amendment rule.

The public-company cutoff uses the precise definition in current RSA 293-A:1.40(18A). It is not any general fundraising, holder-count, or private- placement event.

Common questions

Must the corporation sign the agreement?

No corporation signature is stated. The separate-writing route requires all current shareholders to sign and requires the agreement to be made known to the corporation; the articles or bylaws route uses unanimous current-shareholder approval (N.H. Rev. Stat. Ann. § 293-A:7.32(b)(1)).

Does a missing certificate notation void the agreement?

No. RSA 293-A:7.32(c) says omission does not affect the agreement's validity or an action taken under it, although an unknowing purchaser may have the statutory rescission right.

Who bears director-law liability after power is transferred?

The persons receiving the limited discretion or power bear the liability imposed by law on directors to that extent, and the directors are relieved to the same extent (N.H. Rev. Stat. Ann. § 293-A:7.32(e)).

Statutes and sources

• N.H. Rev. Stat. Ann. § 293-A:1.40(4),(18A),(21),(24) — domestic corporation, public corporation, shareholder, beneficial-owner nominee- certificate, and subscriber definitions. Official New Hampshire General Court text, accessed August 28, 2026.
• N.H. Rev. Stat. Ann. § 293-A:6.26(a)-(b) — uncertificated-share authorization and written information-statement delivery. Official New Hampshire General Court text, accessed August 28, 2026.
• N.H. Rev. Stat. Ann. § 293-A:6.40(a),(c) — distribution authorization and the solvency and balance-sheet limits preserved by the agreement statute. Official New Hampshire General Court text, accessed August 28, 2026.
• N.H. Rev. Stat. Ann. § 293-A:7.32(a)-(b) — corporation-binding override, permitted subjects, instruments, unanimity, amendment, and duration. Official New Hampshire General Court text, accessed August 28, 2026.
• N.H. Rev. Stat. Ann. § 293-A:7.32(c)-(g) — certificate or information- statement notice, recall, purchaser rescission and deadlines, public- corporation termination, board cleanup, liability shift, shareholder personal-liability protection, and the no-shares route. Official New Hampshire General Court text, accessed August 28, 2026.