Corporation Voluntary Dissolution and Closure Requirements in New Hampshire

At a glance

Requirements one by one

Use the shortcut only on its exact facts

N.H. Rev. Stat. Ann. § 293-A:14.01 permits a majority of the incorporators or initial directors to dissolve if the corporation either has not issued shares or has not commenced business. The articles must also say that no debt remains unpaid. If shares were issued, the remaining net assets must already have been distributed after winding up.

That either-or eligibility test matters. A corporation that issued shares may still qualify if it never commenced business, but it must satisfy the debt and net-asset conditions. Form 19 combines this shortcut with the ordinary board-and- shareholder route, so its route-specific boxes and recitals should not be mixed.

Pair the board action with the correct shareholder mechanics

Under N.H. Rev. Stat. Ann. § 293-A:14.02, the board proposes dissolution and ordinarily recommends it. The board may withhold a recommendation for a conflict of interest, other special circumstances, or the statutory § 293-A:8.26 route, but it must tell shareholders why. Section 293-A:8.26 allows an agreed submission to continue even if the board no longer recommends the matter. The board may also condition submission of the proposal.

Every shareholder receives meeting notice identifying dissolution as a purpose. Sections 293-A:7.05 and 293-A:14.02 place that notice 10 to 60 days before the meeting. Unless the articles or the board's condition requires more, at least a majority of votes entitled to be cast must be represented, and § 293-A:7.25 approves the action when votes for exceed votes against. Separate voting groups apply only when the articles or the governing provision requires them.

N.H. Rev. Stat. Ann. § 293-A:7.04 makes unanimity the default for written consent. If the articles authorize the meeting-minimum alternative, enough signed consents must arrive within 60 days of the earliest signature, and the corporation must give the required postaction notice to nonconsenting voting shareholders and covered nonvoting shareholders.

Filing dissolves the corporation, but tax clearance controls distributions

N.H. Rev. Stat. Ann. § 293-A:14.03 requires the articles to identify the corporation, state the authorization date, confirm proper shareholder approval when applicable, and certify that a copy was mailed to the Department of Revenue Administration. Current Form 19 is the combined filing for the shortcut and ordinary routes. Section 293-A:1.20 permits signature by the board chair, president, another officer, an incorporator before directors are selected, or a court-appointed fiduciary.

The base filing fee is $35 under § 293-A:1.22. The Secretary of State adds a $2 electronic handling charge. Sections 293-A:1.23 and 293-A:14.03 make the articles effective on filing or electronic acceptance unless the filing specifies a delayed effective date no later than day 90.

Mailing the articles to DRA is not the distribution clearance. N.H. Rev. Stat. Ann. §§ 77-A:18(I) and 77-E:12(I) require the corporation to pay administered returns, taxes, additions, interest, and penalties and obtain the $30 DRA certificate of dissolution before transferring remaining property to shareholders.

Wind up without treating dissolution as an eraser

N.H. Rev. Stat. Ann. § 293-A:14.05 continues the corporation's existence only for winding up. It may collect assets, dispose of property, discharge or provide for liabilities, distribute the remainder after clearance, and take other needed liquidation steps. Dissolution does not transfer title, stop new proceedings, abate pending proceedings, or terminate the registered agent.

Directors have an independent ordering duty under § 293-A:14.09: discharge or make reasonable provision for claims before distributing assets to shareholders. Chapter 14 and the current corporation forms list no later terminal certificate after Form 19; continued existence and remaining exposure instead follow the winding-up and claim rules.

Choose among the optional claim safe harbors

N.H. Rev. Stat. Ann. § 293-A:14.06 lets the dissolved corporation notify known claimants in writing. The notice describes the required information, gives an address, allows at least 120 days for receipt, and warns of the bar. A claimant whose claim is rejected has 90 days after the rejection notice becomes effective to sue. This route does not treat contingent liabilities or post-dissolution events as known claims.

Section 293-A:14.07 adds an optional one-time newspaper notice in the county of the last principal or registered office. Its three-year period runs from publication and reaches the listed unnotified, unacted-on, contingent, and later- event claims. After publication, § 293-A:14.08 permits a superior-court application to set security for contingent, unknown, and reasonably estimated future claims. Court-ordered security protects shareholders who received liquidating assets from those covered claims.

Use the 120-day revocation window precisely

N.H. Rev. Stat. Ann. § 293-A:14.04 permits revocation within 120 days after dissolution becomes effective. Authorization ordinarily mirrors the original dissolution unless that authorization reserved board-only revocation. The corporation files Articles of Revocation with a copy of its Articles of Dissolution; the fee is $35. Effect relates back to the dissolution date, and the corporation resumes as if dissolution had not occurred.

What trips people up

The optional claim procedures are safe harbors, not a condition to filing Form 19. Skipping direct notice or publication does not reverse § 293-A:14.09's duty to pay or reasonably provide for claims before shareholder distributions, and publication does not create a universal three-year expiration for every claim.

The DRA sequence is also easy to collapse incorrectly. The articles certify that a copy was mailed to DRA, while the separate tax certificate is obtained before assets go to shareholders. Neither step should be described as automatically closing every tax account or return obligation.

Common questions

Does dissolution transfer the corporation's property to shareholders? No. Section 293-A:14.05 expressly says dissolution does not transfer title. Property must be handled through the winding-up and distribution sequence.

Can a foreign corporation use New Hampshire Form 19 to leave the state? No. N.H. Rev. Stat. Ann. § 293-A:15.20 requires a separate certificate of withdrawal and DRA withdrawal statement for an authorized foreign corporation.

Is ordinary voluntary dissolution the route for a creditor of an insolvent corporation? Not necessarily. N.H. Rev. Stat. Ann. § 293-A:14.30 provides a separate judicial route for specified unsatisfied-judgment or admitted-debt claims when the corporation is insolvent.

Statutes and sources

• N.H. Rev. Stat. Ann. §§ 293-A:1.20, :1.22, :1.23, :1.40, :7.04, :7.05, :7.25-:7.26, and :14.01-:14.30 — authorization, voting, filing, winding up, claims, revocation, and court boundaries. Official current chapter (accessed August 22, 2026).
• N.H. Rev. Stat. Ann. § 77-A:18 — business-profits-tax dissolution certificate. Official current section (accessed August 22, 2026).
• N.H. Rev. Stat. Ann. § 77-E:12 — business-enterprise-tax dissolution certificate. Official current section (accessed August 22, 2026).
• New Hampshire Secretary of State Form 19 — current Articles of Dissolution fields and signer instructions. Official form (accessed August 22, 2026).
• New Hampshire Secretary of State corporation forms and fees — Form 19, Form 36, paper and online filing, and current charges. Official page (accessed August 22, 2026).