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

At a glance

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.