Corporate Shareholder Meeting, Proxy, and Written-Consent Requirements in New Hampshire

At a glance

Requirements one by one

Annual and special meetings

RSA 293-A:7.01 makes the annual meeting the default but permits director election by written consent. It adds an important exception: when the articles authorize cumulative voting, directors may not be elected by less than unanimous consent. A late annual meeting does not invalidate other corporate action, but RSA 293-A:7.03 lets an eligible shareholder seek a court-ordered meeting after the earlier of six months after fiscal-year end or 15 months after the last annual meeting.

For a shareholder-demanded special meeting, RSA 293-A:7.02 requires signed, dated demands that describe the purposes. The default is 10% of votes entitled on the proposed issue, but the articles may set a lower number or raise it no higher than 25%. Unless the articles say otherwise, a demand remains revocable until the corporation has received enough demands to require the meeting.

Notice, record dates, lists, and remote access

RSA 293-A:7.05 separates the notice record date from a later voting record date when the board uses that option. RSA 293-A:7.07 caps a fixed record date at 70 days before the meeting or action and requires a new date after an adjournment beyond 120 days, unless a court supplies the stated alternative.

The shareholder list under RSA 293-A:7.20 is not merely the ownership ledger. It must be arranged by voting group and class or series, show addresses and share counts, and remain available through the meeting. RSA 293-A:7.09 treats a remote participant as present only when the corporation reasonably verifies the person as a shareholder and provides a substantially concurrent opportunity to participate, communicate, follow the proceedings, and vote.

Proxies, quorum, and director elections

RSA 293-A:7.22 permits a signed proxy form or an electronic transmission that shows its date and authorization. The appointment becomes effective when the inspector or authorized tabulator receives it, lasts 11 months unless it expressly states a longer period, and is revocable unless it both states irrevocability and is coupled with an interest.

Under RSA 293-A:7.25, the default quorum is a majority of votes entitled on the matter and ordinary action passes when votes favoring it exceed votes opposing it. RSA 293-A:7.28 separately defaults director elections to plurality voting. Cumulative voting exists only through the articles and also requires either a conspicuous statement in the meeting materials or a qualifying shareholder's notice at least 48 hours before the meeting.

Written consent

RSA 293-A:7.04 begins with unanimity. The articles may instead authorize the number of votes that would suffice at a meeting where all entitled shares were present and voted. Consents must describe the action, bear signature dates, and reach the corporate records within the 60-day collection window. A consent may be revoked before sufficient unrevoked consents arrive.

The action ordinarily becomes effective when sufficient consents are delivered, although the articles, bylaws, or board may provide a reasonable tabulation delay. Required notice to nonvoting holders is due no more than 10 days after delivery or completed tabulation; notice to nonconsenting voting holders must be prompt. Missing that later notice does not itself invalidate the action, but the statute preserves a court's power to remedy harm.

What trips people up

New Hampshire does not use one universal shareholder-demand percentage. The articles may move the ordinary 10% threshold downward or upward as high as 25%, so the current articles must be checked before relying on the default.

Remote participation is not the same thing as a remote-only meeting. RSA 293-A:7.01 and RSA 293-A:7.02 still identify a meeting place, while RSA 293-A:7.09 authorizes shareholders to participate remotely in that meeting when the board adopts compliant procedures.

Cumulative voting affects two separate steps. RSA 293-A:7.28 requires an articles opt-in and meeting-specific notice, while RSA 293-A:7.01 bars a nonunanimous written-consent director election when cumulative voting is authorized.

Common questions

When is it too late to submit or change a proxy?

RSA 293-A:7.08 requires the chair to announce when polls close. If there is no announcement, they close at final adjournment. After closure the corporation may not accept ballots, proxies, votes, revocations, or changes.

Does a missing shareholder list automatically undo the meeting's action?

No. RSA 293-A:7.20 says failure to prepare or provide the list does not affect the validity of action taken. A shareholder may still seek a summary inspection order, and the court may postpone the meeting until inspection or copying is complete.

When does an emailed notice count as received?

Under RSA 293-A:1.41, electronic delivery ordinarily requires the recipient's consent. It is received when it enters a designated or used information system, can be retrieved there, and is in a form that system can process.

Statutes and sources

• N.H. Rev. Stat. Ann. § 293-A:1.01 — act name; official New Hampshire statute (accessed August 23, 2026).
• N.H. Rev. Stat. Ann. § 293-A:1.40 — corporation, delivery, document, public-corporation, shareholder, signature, and writing definitions; official New Hampshire statute (accessed August 23, 2026).
• N.H. Rev. Stat. Ann. § 293-A:1.41 — notice form, delivery, electronic consent, receipt, and effectiveness; official New Hampshire statute (accessed August 23, 2026).
• N.H. Rev. Stat. Ann. § 293-A:7.01 — annual meetings; official New Hampshire statute (accessed August 23, 2026).
• N.H. Rev. Stat. Ann. § 293-A:7.02 — special meetings and shareholder demands; official New Hampshire statute (accessed August 23, 2026).
• N.H. Rev. Stat. Ann. § 293-A:7.03 — court-ordered meetings; official New Hampshire statute (accessed August 23, 2026).
• N.H. Rev. Stat. Ann. § 293-A:7.04 — shareholder action without a meeting; official New Hampshire statute (accessed August 23, 2026).
• N.H. Rev. Stat. Ann. § 293-A:7.05 — meeting notice and adjournment notice; official New Hampshire statute (accessed August 23, 2026).
• N.H. Rev. Stat. Ann. § 293-A:7.06 — waiver of meeting notice; official New Hampshire statute (accessed August 23, 2026).
• N.H. Rev. Stat. Ann. § 293-A:7.07 — record dates; official New Hampshire statute (accessed August 23, 2026).
• N.H. Rev. Stat. Ann. § 293-A:7.08 — conduct and poll closing; official New Hampshire statute (accessed August 23, 2026).
• N.H. Rev. Stat. Ann. § 293-A:7.09 — remote participation; official New Hampshire statute (accessed August 23, 2026).
• N.H. Rev. Stat. Ann. § 293-A:7.20 — meeting shareholder lists; official New Hampshire statute (accessed August 23, 2026).
• N.H. Rev. Stat. Ann. § 293-A:7.22 — proxy appointments; official New Hampshire statute (accessed August 23, 2026).
• N.H. Rev. Stat. Ann. § 293-A:7.23 — nominee procedures for beneficial owners; official New Hampshire statute (accessed August 23, 2026).
• N.H. Rev. Stat. Ann. § 293-A:7.24 — corporate acceptance and rejection of votes and proxies; official New Hampshire statute (accessed August 23, 2026).
• N.H. Rev. Stat. Ann. § 293-A:7.25 — quorum and ordinary voting; official New Hampshire statute (accessed August 23, 2026).
• N.H. Rev. Stat. Ann. § 293-A:7.28 — director elections and cumulative voting; official New Hampshire statute (accessed August 23, 2026).
• N.H. Rev. Stat. Ann. § 293-A:7.32 — qualifying shareholder agreements and public-corporation cutoff; official New Hampshire statute (accessed August 23, 2026).