Corporate Shareholder Preemptive-Rights Requirements in New Hampshire

At a glance

Requirements one by one

The articles must make a specific election

RSA 293-A:6.30(a) starts with no shareholder preemptive right unless the articles state that “the corporation elects to have preemptive rights,” or use words of similar import. That is more specific than merely describing an issuance or authorizing the board to offer shares.

The articles may then prescribe the type and extent of the right by including, modifying, or excluding any of the six statutory terms. Only when the articles elect the right but do not prescribe its content does the complete default package apply (§ 293-A:6.30(b)).

The default package supplies allocation, class limits, and exclusions

By default, the holder receives a proportional opportunity on uniform board- prescribed terms designed to provide a fair and reasonable chance to exercise the right. “Shares” includes a security convertible into or carrying a right to subscribe for or acquire shares (§ 293-A:6.30(b)(1), (c)).

A class without general voting rights but with preferential distribution or asset rights has no default right in any class. A voting class without those preferences ordinarily has no default right in a preferential class unless those shares convert into or carry a subscription or acquisition right for nonpreferential shares (§ 293-A:6.30(b)(4)-(5)).

The default excludes compensation shares, shares satisfying compensation conversion or option rights, article-authorized shares issued within six months after incorporation, and shares sold for something other than money (§ 293-A:6.30(b)(3)). The list contains no merger-plan or public-offering exclusion, but the articles may change the listed terms.

Waiver and outsider issuance are also defaults

Under the default package, a shareholder may waive the right and a written waiver is irrevocable even without consideration (§ 293-A:6.30(b)(2)). The statute states no fixed offer content, delivery method, exercise period, or special record date; the board's uniform terms must provide the fair and reasonable opportunity, subject to article changes.

Declined shares may be issued to another person for one year after the shareholder offer, at board-set consideration no lower than the exercise consideration. A lower-price offer or an offer after the year expires is again subject to the right (§ 293-A:6.30(b)(6)). The articles may modify or exclude that default too.

Reacquired shares and amendments require separate checks

Section 293-A:6.31 says shares acquired by the corporation become authorized but unissued unless the articles prohibit reissue. Reissuable reacquired shares therefore enter Section 293-A:6.30's unissued-share category.

An amendment limiting or denying an existing right gives the affected class or series a separate vote under § 293-A:10.04, even if the articles otherwise call those shares nonvoting. Similarly affected groups vote together unless the articles or board require separation.

The amendment does not automatically create appraisal. Section 293-A:13.02(a)(5) provides appraisal for another article amendment only to the extent the articles, bylaws, or a board resolution grants it.

What trips people up

• Election and content are two separate article questions. The charter must first elect preemptive rights; it may then replace some or all of the six default mechanics.
• The six-month exclusion is only a default. It is narrow even when it applies, and the articles may include, modify, or exclude it.
• The outsider window is not mandatory for a customized right. The one-year rule applies when the articles elect the right without prescribing a different term.

Common questions

Do New Hampshire shareholders automatically receive preemptive rights?

No. RSA 293-A:6.30(a) requires the articles to make the statutory election.

Does New Hampshire prescribe how many days a shareholder gets to respond?

No fixed period or delivery method appears in the default terms. The board's uniform terms must provide a fair and reasonable opportunity, and the articles may prescribe a different system.

Are convertible securities included?

Yes under the default package. For Section 293-A:6.30, shares include securities convertible into or carrying a right to subscribe for or acquire shares.

May declined shares be sold to an outsider at a lower price?

Under the default package, not without a renewed offer. The one-year authority requires consideration no lower than the shareholder exercise consideration; the actual articles may modify that term.

Statutes and sources

• N.H. Rev. Stat. § 293-A:6.30 — article election and customization, default allocation, board terms, waiver, exclusions, class limits, outsider issuance, and included securities. Official New Hampshire General Court text, accessed August 31, 2026.
• N.H. Rev. Stat. § 293-A:6.31 — status of shares acquired by the corporation. Official New Hampshire General Court text, accessed August 31, 2026.
• N.H. Rev. Stat. § 293-A:10.04 — affected-class or series voting when an amendment limits or denies an existing right. Official New Hampshire General Court text, accessed August 31, 2026.
• N.H. Rev. Stat. § 293-A:13.02(a)(5) — article-, bylaw-, or board-created appraisal for other article amendments. Official New Hampshire General Court text, accessed August 31, 2026.