Corporate Stock-Transfer Restriction and Certificate-Legend Requirements in New Hampshire

At a glance

Requirements one by one

General restriction authorization and earlier-issued shares

RSA 293-A:6.27(a) permits a restriction in the articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation. A share issued before adoption is unaffected unless its holder is a party to the restriction agreement or voted for the restriction.

For this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares. The instrument and security must fit the statutory authorization, and earlier-issued shares remain subject to the separate party-or-vote gate.

Permitted purposes and forms

Section 293-A:6.27(c) authorizes restrictions used to maintain a corporate status dependent on shareholder number or identity, preserve a federal or state securities-law exemption, or serve another reasonable purpose.

The listed forms are a first offer to the corporation or other people; an obligation for the corporation or other people to acquire the shares; approval by the corporation, holders of a class, or another person; and a prohibition involving designated people or classes. The offer and acquisition routes may operate separately, consecutively, or simultaneously. Approval and designated- person terms must not be manifestly unreasonable (RSA 293-A:6.27(d)).

The surveyed provision does not separately prescribe an ownership percentage cap, mandatory or automatic transfer, tax-attribute or general regulatory- compliance route, purchase price, valuation formula, funding method, or remedy.

Corporate and UCC notice rules

An authorized general restriction is valid and enforceable against the holder or the holder's transferee when its existence is noted conspicuously on the front or back of the certificate or included in the written information statement for uncertificated shares. Without that notice, RSA 293-A:6.27(b) says it is not enforceable against a person without knowledge.

RSA 382-A:1-202(b) defines “knowledge” as actual knowledge for the UCC. RSA 382-A:8-204 separately makes an issuer-imposed restriction ineffective against a person without actual knowledge unless a certificated security conspicuously notes the restriction or the registered owner of an uncertificated security was notified.

Unless the articles or bylaws provide otherwise, RSA 293-A:6.26 lets the board authorize some or all classes or series without certificates. Existing certificates remain until surrender. Within a reasonable time after an uncertificated issue or transfer, the corporation sends the shareholder the applicable certificate and restriction information.

Unanimous shareholder-agreement overlay

RSA 293-A:7.32 covers a special shareholder agreement. It must be in the articles or bylaws and approved by all current shareholders, or in a written agreement signed by all current shareholders and made known to the corporation. Unless the agreement provides otherwise, amendment also requires all current shareholders and the agreement is valid for 10 years.

The agreement's existence must be noted conspicuously on each outstanding certificate or on the uncertificated-share information statement. Existing certificates must be recalled and replaced. Missing notice does not invalidate the agreement or an action under it, but a purchaser without knowledge is entitled to rescind. Certificate or statement notice, plus delivery of the statement at or before an uncertificated purchase, deems the purchaser to have knowledge. The rescission action is due by the earlier of 90 days after discovery or two years after purchase (RSA 293-A:7.32(c)).

The special agreement ceases to be effective when the corporation becomes a public corporation. Section 293-A:7.32(d) then permits a board cleanup amendment without shareholder action when the agreement was contained or referred to in the articles or bylaws.

What trips people up

The general and unanimous-agreement consequences differ. Missing general restriction notice prevents enforcement against a protected person. Missing special-agreement notice does not invalidate the agreement or action under it; it creates a purchaser's time-limited rescission right.

Certificate recall is express for the special agreement. If certificated shares are outstanding when the RSA 293-A:7.32 agreement is made, the corporation recalls them and issues substitute certificates bearing the required notice.

The corporate notice is not a universal securities legend. Preserving a federal or state securities-law exemption is an authorized purpose. Restricted- securities notices, intermediary systems, transfer-agent procedure, and other UCC Article 8 rules remain separate.

Common questions

May a New Hampshire restriction appear in the bylaws?

Yes. RSA 293-A:6.27(a) expressly names the bylaws. A qualifying RSA 293-A:7.32 agreement may also be placed there, but all current shareholders must approve it.

May New Hampshire require the corporation to buy restricted shares?

Yes. RSA 293-A:6.27(d)(2) permits a restriction obligating the corporation or other people, separately, consecutively, or simultaneously, to acquire the shares. It does not set the trigger, price, valuation method, funding, or remedy.

Does missing notice always make the agreement unenforceable?

No. Missing RSA 293-A:6.27 notice protects a person without knowledge from enforcement. Under RSA 293-A:7.32(c), missing notice does not affect agreement or action validity; it gives an uninformed purchaser a time-limited rescission right.

Can New Hampshire shares be issued without certificates?

Yes, when the articles or bylaws do not provide otherwise. RSA 293-A:6.26 preserves existing certificates until surrender and requires the written information statement after an uncertificated issuance or transfer.

Statutes and sources

• N.H. Rev. Stat. § 293-A:6.27(a)-(b) — authorized records, earlier-share assent, certificate or information-statement notice, knowledge, and holder/transferee enforcement. Official New Hampshire General Court text, accessed August 26, 2026.
• N.H. Rev. Stat. § 293-A:6.27(c)-(e) — authorized purposes, enumerated forms and sequencing, manifest-unreasonableness limits, and covered convertible or subscription-right securities. Official New Hampshire General Court text, accessed August 26, 2026.
• N.H. Rev. Stat. § 293-A:6.26 — board authorization of uncertificated shares, surrender of existing certificates, and the written information statement. Official New Hampshire General Court text, accessed August 26, 2026.
• N.H. Rev. Stat. § 293-A:7.32(a)(8)-(c) — unanimous-agreement form and amendment, certificate and information-statement notice, certificate recall, purchaser rescission, and limitation period. Official New Hampshire General Court text, accessed August 26, 2026.
• N.H. Rev. Stat. § 293-A:7.32(d) — public-corporation cutoff and board cleanup amendment. Official New Hampshire General Court text, accessed August 26, 2026.
• N.H. Rev. Stat. §§ 382-A:1-202(b) and 382-A:8-204 — actual knowledge and the UCC effectiveness rule for issuer-imposed restrictions on certificated and uncertificated securities. Official New Hampshire General Court UCC text, accessed August 26, 2026.