Corporate Stock Issuance and Share-Certificate Requirements in New Hampshire

At a glance

Requirements one by one

Governing law, entity, original issuance, and scope

RSA 293-A:1.01 identifies the New Hampshire Business Corporation Act. This cell applies its direct original-issuance rules to an ordinary domestic for-profit corporation; it does not treat a subscription, option or equity award, share dividend, reacquisition, or secondary transfer as the same transaction.

Authorized and available shares, classes, series, and preemptive-right boundary

N.H. Rev. Stat. § 293-A:6.01 requires the articles to state authorized classes and series, their share counts, and their terms. If authorized by the articles, RSA N.H. Rev. Stat. § 293-A:6.02 lets the board classify or reclassify authorized-unissued shares and requires articles of amendment stating the terms before issuance.

Under N.H. Rev. Stat. § 293-A:6.03, issued shares remain outstanding until reacquired, redeemed, converted, or cancelled. N.H. Rev. Stat. § 293-A:6.31 generally returns reacquired shares to authorized-but-unissued status unless the articles prohibit reissue. RSA 293-A:6.30 requires an articles election for preemptive rights, so actual availability still requires the complete capitalization and governing records.

Board, shareholder, committee, and delegated issuance authority

RSA 293-A:6.21(a)-(c) ordinarily gives the board the issuance and adequacy decisions. The articles may reserve those powers to shareholders either exclusively or concurrently with directors.

N.H. Rev. Stat. § 293-A:8.25 lets an empowered committee exercise board powers and does not list issuance among the four excluded actions. Direct issuance has no parallel general officer delegation in the surveyed provisions. RSA 293-A:6.24(c) separately allows bounded officer decisions for rights, options, warrants, or other equity compensation awards, but bars self-designation and any other recipients the board specifies.

Cash, property, notes, services, contracts, securities, and other consideration

RSA 293-A:6.21(b) permits any tangible or intangible property or benefit to the corporation, expressly including cash, promissory notes, performed services, future-service contracts, and other corporate securities.

Subsection (d) lets the articles limit consideration type or specify a minimum amount for a class or series. Merely stating par value does not itself specify that minimum.

Adequacy, payment, escrow, partly paid shares, and fully-paid effect

Before issuance, the board must find the received or promised consideration adequate. Under RSA 293-A:6.21(c), that finding is conclusive for whether adequacy makes the shares validly issued, fully paid, and nonassessable. Receipt of the authorized consideration makes them fully paid and nonassessable even when the articles specify a minimum. N.H. Rev. Stat. § 293-A:6.22 preserves the purchaser's duty to pay the authorized consideration.

Subsection (f) allows escrow or another transfer restriction for shares issued for a future-service or benefit contract or a promissory note. Distributions may be credited against the price while performance, payment, or the benefit remains outstanding; the shares and credits may be cancelled if the condition fails.

Shareholder approval, large issuances, class votes, and outliers

The complete RSA 293-A:6.21 ends after subsection (f)'s escrow and cancellation rule and states no percentage-based shareholder vote for a large noncash issuance. The articles may reserve the section's powers exclusively or concurrently to shareholders, and a qualifying RSA 293-A:7.32 agreement may transfer corporate power. Class or series terms and another transaction statute may independently require approval.

Certificate choice, contents, signatures, seal, and token form

RSA 293-A:6.25 makes certificates optional. A certificate states the New Hampshire issuer, owner, share number, class, and series, and either summarizes class and series terms or conspicuously offers the information free on written request. Two officers designated by the bylaws or board sign, manually or by facsimile. A seal is optional, and the certificate stays valid if a signer leaves office before issuance. The section states no certificate-token form.

Uncertificated authorization, notice, electronic record, and ledger

Unless the articles or bylaws provide otherwise, RSA 293-A:6.26 lets the board authorize uncertificated shares for any class or series. Existing certificates remain effective until surrender. Within a reasonable time after an uncertificated issue or transfer, the corporation sends the holder a written statement with certificate and applicable restriction information.

RSA 293-A:16.01(c)-(d) separately requires a shareholder record capable of producing an alphabetical-by-class list of names, addresses, share numbers, and classes. Records may be documents, including electronic records, or another form convertible to paper within a reasonable time.

Class, series, and transfer-restriction legends, notice, and effect

RSA 293-A:6.25(c) requires the class and series summary or free-copy offer on a certificate; RSA 293-A:6.26(b) carries it into the uncertificated statement. Under N.H. Rev. Stat. § 293-A:6.27, an authorized transfer restriction must be conspicuously noted on a certificate or contained in that statement to bind a person without knowledge. An earlier-issued share is affected only if its holder joined the restriction agreement or voted for it.

A RSA 293-A:7.32 shareholder agreement has its own conspicuous certificate or statement notice. An unknowing purchaser may rescind even though omitted notice does not invalidate the agreement; the action deadline is the earlier of 90 days after discovery or 2 years after purchase.

Subscriptions, options, ratification, securities, tax, and boundaries

RSA 293-A:6.20 governs subscriptions, RSA 293-A:6.24 governs rights, options, warrants, and equity awards, and RSA 293-A:6.30 governs articles-elected preemptive rights. A post-incorporation subscription remains a contract subject to RSA 293-A:6.21, but these adjacent routes do not replace direct-issuance authorization.

Corporate authorization does not establish compliance with corrective proceedings; securities registration, exemption, or antifraud law; beneficial-ownership reporting; tax or accounting rules; fiduciary duties; capitalization or dilution terms; or a financing or investor agreement.

What trips people up

Par value does not itself establish the article-based minimum consideration permitted by RSA 293-A:6.21(d). The articles must actually specify a minimum or limit the consideration type.

New Hampshire has no percentage vote in its complete issuance section, but the articles can reserve issuance power exclusively or concurrently to shareholders. The governance records therefore matter independently of transaction size.

Common questions

May New Hampshire shares be issued for future services?

Yes. RSA 293-A:6.21(b) expressly permits contracts for services to be performed, and subsection (f) supplies escrow and cancellation mechanics.

Does stated par value automatically set minimum consideration?

No. RSA 293-A:6.21(d) expressly says that a par-value reference alone is not a specification of the minimum amount.

Must a New Hampshire corporation issue paper certificates?

No. RSA 293-A:6.25 makes certificates optional, and RSA 293-A:6.26 authorizes uncertificated shares unless the articles or bylaws provide otherwise.

Statutes and sources

• RSA §§ 293-A:1.01 and 293-A:6.01-.31 — Act name, classes, issuance authority, consideration, payment, certificates, uncertificated shares, restrictions, and adjacent routes.
• RSA §§ 293-A:7.32 and 293-A:8.25 — shareholder-agreement power and notice and committee authority.
• RSA § 293-A:16.01 — shareholder ownership record and electronic form.

Official current text: New Hampshire General Court, Chapter 293-A and cited section pages, https://gc.nh.gov/rsa/html/XXVII/293-A/293-A-mrg.htm, accessed September 4, 2026.