New Hampshire: Corporation Charter Amendment and Legal-Name-Change Requirements

Requirements one by one

The default shareholder threshold is votes cast

N.H. Rev. Stat. § 293-A:10.01 permits a corporation to add or change a
currently required or permitted article provision and to delete a provision
that is no longer required. Before any shares issue, § 293-A:10.02 lets the
board adopt an amendment, or the incorporators do so if there is no board.
Incorporator written action requires every incorporator under § 293-A:2.05.
At a board meeting, § 293-A:8.24 ordinarily requires a majority quorum and a
majority of the directors present.

After shares issue, § 293-A:10.03 requires the board to adopt and submit the
proposal. It must recommend approval unless conflict, special circumstances,
or the statute's cross-reference to § 293-A:8.26 supports proceeding without a
recommendation; the board must explain that basis. It may condition its
recommendation. The section states no separate postapproval abandonment route.

Every shareholder receives notice of the amendment meeting with a copy of the
proposed amendment. N.H. Rev. Stat. § 293-A:7.05 supplies the 10-to-60-day notice window.
Section 293-A:10.03 requires at least a majority of the entitled votes for a
quorum. Once that quorum exists, § 293-A:7.25 supplies the ordinary approval
standard: votes favoring the amendment must exceed votes opposing it. The
articles or a board condition may require more.

Written consent can depart from the unanimous default

N.H. Rev. Stat. § 293-A:7.04 defaults to consent signed by every shareholder
entitled to vote. The articles may instead authorize consent by the minimum
number that would approve at a meeting where every entitled share was present
and voted. Sufficient consents must arrive within 60 days of the earliest
signature. Nonvoting shareholders receive notice within ten days after the
consents are sufficient or later tabulated, and nonconsenting voting holders
receive prompt notice after a less-than-unanimous action.

Class voting and appraisal answer different questions

N.H. Rev. Stat. § 293-A:10.04 gives an affected class or series a separate vote
on listed share-right changes even when the articles otherwise make those
shares nonvoting. Classes or series affected in the same or substantially
similar way vote together unless the articles or board require otherwise.

Appraisal is narrower. N.H. Rev. Stat. § 293-A:13.02 covers an amendment that reduces a
holder's shares to a fraction the corporation may or must repurchase. It also
covers another amendment only to the extent the articles, bylaws, or a board
resolution grant appraisal. The statute limits the fractional-share right for
certain covered, publicly traded, and registered-investment-company shares.

A general legal-name change uses the ordinary amendment route

The board-only list in N.H. Rev. Stat. § 293-A:10.05 permits substituting an
equivalent corporate designator or adding, deleting, or changing a geographical
attribution. It does not authorize the board alone to adopt a general new name.
That change follows the ordinary post-share board and shareholder procedure.

The new name must satisfy § 293-A:4.01. It needs an approved corporate
designator and must ordinarily be distinguishable from names protected in the
secretary of state's records. The section provides limited consent,
undertaking, court-judgment, merger, reorganization, and asset-acquisition
routes.

Filing records the approval route and controls effectiveness

N.H. Rev. Stat. § 293-A:10.06 requires the corporation's name, amendment text,
implementation terms for a share exchange, reclassification, or cancellation
when needed, adoption date, and a statement of the applicable approval route.
Under § 293-A:1.20, the board chair, president, another officer, qualifying
incorporator, or court fiduciary signs and states the signer's name and
capacity. A seal, attestation, acknowledgment, verification, or proof is
optional.

N.H. Rev. Stat. § 293-A:1.22 sets the amendment fee at $35. The current
Secretary of State page lists online filing with an additional $2 handling
charge. For paper filing, it calls for one signed original printed on letter-size
paper in black ink.

Under § 293-A:1.23, an accepted paper filing ordinarily takes effect at its
filing date and time or another time stated for that filing date. An electronic
filing takes effect on database acceptance unless it uses the delayed route.
The document may specify a delayed date and time no later than the 90th day
after filing.

What trips people up

N.H. Rev. Stat. § 293-A:10.05 contains narrow board-only changes; it is not a
general shortcut around shareholder approval. Changing the registered agent or
office uses the separate statement under § 293-A:5.02. Section 293-A:1.24
limits articles of correction to an inaccuracy or defective execution and to
one year after filing. A bylaw change follows § 293-A:10.20, not the articles
amendment process.

N.H. Rev. Stat. § 293-A:10.07 lets the board consolidate already approved
articles and amendments into restated articles without shareholder approval.
A new amendment included in the restatement follows the ordinary approval
rules, and the filed restatement supersedes the earlier articles and amendments.
The amendment subchapter and current corporation forms page state no ordinary
statewide publication or proof-filing step. Under § 293-A:10.09, changing the
corporate name does not end a proceeding brought under the former name.

Section 293-A:10.08 supplies a separate route for a court-ordered federal
reorganization. That is not the ordinary voluntary amendment covered here.

Common questions

Is approval measured against all outstanding shares?

Not by default. At a meeting with the required majority quorum, N.H. Rev. Stat.
§ 293-A:7.25 asks whether votes for the amendment exceed votes against it. The
articles or a board condition may impose a greater standard.

Can less than all shareholders act by written consent?

Only if the articles authorize that route. Otherwise § 293-A:7.04 requires all
shareholders entitled to vote to sign. Even with an articles provision, the
corporation must obtain the meeting-equivalent minimum within 60 days and send
the required post-action notices.

May the board change the corporation's legal name alone?

Only within § 293-A:10.05's narrow designator and geographical-attribution
edits. A general new legal name after shares issue uses the ordinary board and
shareholder amendment procedure and must satisfy § 293-A:4.01.

May the amendment take effect later?

Yes. N.H. Rev. Stat. § 293-A:1.23 permits a delayed effective date and time,
but the date cannot be later than 90 days after filing.

Statutes and sources

• N.H. Rev. Stat. §§ 293-A:10.01 to 10.09 — amendment authority,
  pre-share and post-share procedure, class voting, board-only changes, filing,
  restatement, reorganization, and effect.
• N.H. Rev. Stat. §§ 293-A:1.20, 1.22 to 1.24, 2.05, 4.01, 5.02, 7.04 to
  7.05, 7.25, 8.24, 10.20, and 13.02 — execution, fees, effectiveness,
  correction, incorporator action, name limits, agent changes, consent, notice,
  voting, board action, bylaws, and appraisal.
• New Hampshire Secretary of State domestic-corporation forms-and-fees
  page — current Form 14, filing methods, paper instructions, handling charge,
  and fees.