Nonprofit Corporation Administrative Dissolution and Reinstatement in New Hampshire

At a glance

Requirements one by one

Charter renewal and revocation

RSA § 292:25(I) requires a voluntary corporation to make a written renewal return to the Secretary of State in 1990 and every five years thereafter, signed by its president or another officer, with its principal address and governing officers or directors. The renewal carries a $25 fee. If the corporation fails to renew, its charter is repealed, revoked, and annulled; it loses the incorporated name, and the Secretary advises it in writing.

Section 292:5-d makes appointment of a service agent optional for these corporations and expressly says failure to appoint or maintain one does not affect charter validity.

Powers after revocation

Under § 292:29(I), the corporation continues as a body corporate for three years to bring or defend suits, close its concerns, and distribute property. A suit pending at the end of that period extends existence until 90 days after final judgment (§ 292:29(II)). A court can order protective acts on an interested party's petition under subsection (III).

Revival

Section 292:30(I) permits an application at any time after revocation under the renewal subdivision. If the old name is unavailable under RSA § 292:3, the corporation files a name amendment or consent to use the original name. The sworn officer application states the corporation's address, leadership, charter-forfeiture facts, director or governing-body authority, continued charter-consistent operation, and public good (§ 292:30(II)). It pays fees in arrears plus $50 (§ 292:30(IV)).

On revival, § 292:30(III) validates intervening acts within the charter's scope and restores property not disposed of; subsection (IX) preserves pending actions and liabilities from the forfeiture period. The Secretary may decline an application if unsatisfied that directors or members authorized it (§ 292:30(VIII)).

What trips people up

The three-year period in § 292:29 limits the revoked corporation's winding-up existence; it is not the application window. Section 292:30(I) separately permits revival at any time. Revival also does not erase actions or liabilities arising while the charter was revoked (§ 292:30(IX)).

Common questions

Does failing to maintain a service agent revoke the charter?

No. Section 292:5-d(II) expressly says it has no effect on charter validity.

Can a corporation use its former name on revival?

If it is no longer available under RSA § 292:3, § 292:30(I) requires a name amendment or consent to use the original name.

What if the old officers cannot be located?

Section 292:30(V) describes how remaining directors, or stockholders when no directors are available, may elect successors for revival.

Statutes and sources

N.H. Rev. Stat. Ann. § 292:1

292:1 Incorporators; Purposes. – Five or more persons of lawful age may associate together by articles of agreement to form a corporation, for any of the following purposes: I. The promotion of the cause of temperance and of any charitable or religious cause.

Source: https://gc.nh.gov/rsa/html/XXVII/292/292-mrg.htm (accessed 2026-09-29).

N.H. Rev. Stat. Ann. § 292:3

292:3 Name. – I. A corporate name shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by RSA 292:1 and its articles of agreement. II. Except as authorized by paragraphs III and IV, a corporation name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as: (a) The name of an entity incorporated, authorized, formed, or registered to do business in this state under RSA 292, RSA 293-A, RSA 293-B, RSA 294-A, RSA 301, RSA 301-A, RSA 304-A, RSA 304-B, RSA 304-C, RSA 305-A, RSA 349, or RSA 564-F. (b) A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, RSA 304-C, or RSA 564-F. (c) The fictitious name of another foreign corporation authorized to transact business in this state. (d) The name of an agency or instrumentality of the United States or this state or a subdivision thereof, including names reserved pursuant to RSA 53-E.

Source: https://gc.nh.gov/rsa/html/XXVII/292/292-mrg.htm (accessed 2026-09-29).

N.H. Rev. Stat. Ann. § 292:5-d

292:5-d Appointment of Agent for Service of Process by Voluntary Corporations. – I. Entities formed under this chapter may voluntary file with the secretary of state a statement appointing an agent for service of process pursuant to RSA 5:15-c. II. Failure to appoint and maintain an agent for service of process in this state shall have no effect on validity of the charter of the corporation.

Source: https://gc.nh.gov/rsa/html/XXVII/292/292-mrg.htm (accessed 2026-09-29).

N.H. Rev. Stat. Ann. § 292:25

292:25 Renewal Required. – I. Every corporation organized under this chapter or by act of the legislature shall, during the calendar year 1990, and every 5 years thereafter, make a return in writing to the secretary of state upon blanks to be furnished by him and shall pay a fee of $25. The return shall be signed by the president or other officer of said corporation. The return shall state the corporation's principal address and the names and addresses of all the officers and directors or the governing board of the corporation. Any corporation which does not renew its charter as provided in this subdivision shall have its charter repealed, revoked and annulled; shall lose any right or title to the name under which it was incorporated; and shall be so advised in writing by the secretary of state. II. The disposition of any corporate assets of any corporation that is dissolved under this section shall be performed in accordance with RSA 292:29.

Source: https://gc.nh.gov/rsa/html/XXVII/292/292-mrg.htm (accessed 2026-09-29).

N.H. Rev. Stat. Ann. § 292:29

292:29 Disposition of Corporate Assets. – I. Any corporation whose charter is repealed, revoked and annulled pursuant to this subdivision shall, nevertheless, continue as a body corporate for the term of 3 years from the date such charter is repealed, revoked and annulled for the purpose of presenting and defending suits by or against it and of closing and settling its concerns and distributing its assets, including the disposition and transfer of all corporate assets and property, subject to paragraphs II and III. II. For the purpose of any suit or action by or against any such corporation, pending at the end of said term of 3 years, such corporation shall continue as a body corporate until 90 days after final judgment or decree in such suit or action. III. The superior court may at any time when it shall be made to appear, upon the petition of any interested party, that the protection of proprietary or other rights requires the doing of any act or thing by or in behalf of any such corporation, order the doing of such acts or things, and for this purpose may appoint and authorize an agent to act for and in the name of such corporation, and any action so ordered and done shall be effective corporate action. The probate court shall have concurrent jurisdiction with the superior court to grant relief in the case of petitions involving charitable corporations brought under this section. The attorney general shall be notified and given an opportunity to be heard in all cases involving charitable corporations. IV. All corporate assets and property are to be disposed of in accordance with the provisions for dissolution as set forth in the articles of agreement, the bylaws, and in accordance with RSA 292:8 and 292:9.

Source: https://gc.nh.gov/rsa/html/XXVII/292/292-mrg.htm (accessed 2026-09-29).

N.H. Rev. Stat. Ann. § 292:30

292:30 Revival of Charter. – I. Any corporation whose charter has been repealed, revoked, and annulled pursuant to this subdivision may at any time apply for revival of its certificate of incorporation, together with all the rights, franchises, privileges, and immunities and subject to all of its duties, debts, and liabilities which have been secured or imposed by its original charter and all amendments thereto; provided, that if the corporation name is no longer available under the terms of RSA 292:3, the corporation shall file with its application for revival an amendment changing its name or a consent to use its original name. II. The application for revival of the charter may be procured by filing an application for revival in the office of the secretary of state, which application is signed under oath and under penalties of perjury by an officer of the corporation and which certificate states: (a) The name of the corporation, which shall be the name it bore when its certificate of incorporation expired; (b) The address at which the business of the corporation is to be carried on; (c) The names and addresses of all the officers and directors or governing board of the corporation; (d) That the corporation desiring to be revived and so reviving its charter was organized under the laws of this state; (e) The facts as may show that the charter has been forfeited pursuant to this subdivision; (f) That the application is filed by authority of those who were directors or members of the governing body of the corporation at the time its charter was repealed, revoked, and annulled, or who were elected directors or members of the governing body of the corporation as provided in paragraph VI of this section; (g) [Repealed.] (h) That the corporation has, as of the date of its application for revival, continued to operate consistent with its charter since such charter was repealed, revoked, and annulled; and (i) That such revival will be in the public good. III. Upon the filing of the application for revival, the secretary of state shall determine the completeness and accuracy of the application. When the revival is effective, the corporation shall be revived with the same force and effect as if its charter had not been forfeited pursuant to this subdivision. Such reinstatement shall validate all contracts, acts, matters and things made, done and performed within the scope of its charter by the corporation, its officers and agents during the time when its charter was forfeited pursuant to this subdivision, with the same force and effect and to all intents and purposes as if the charter had at all times remained in full force and effect, except as provided in paragraph IX. All real and personal property, rights and credits, which belonged to the corporation at the time its charter became forfeited pursuant to this subdivision and which were not disposed of prior to the time of its revival shall be vested in the corporation after its revival as fully and amply as they were held by the corporation at and before the time its charter became forfeited pursuant to this subdivision; and the corporation after its revival shall be as exclusively liable for all contracts, acts, matters and things made, done or performed in its name and on its behalf by its officers and agents prior to its reinstatement, as if its charter had at all times remained in full force and effect. IV. Any corporation seeking to revive its charter under the provisions of this chapter shall pay to the secretary of state a sum equal to all fees in arrears and due at the time its charter became forfeited pursuant to this subdivision plus a fee of $50. V. If a sufficient number of the last acting officers of any corporation desiring to revive its charter are not available by reason of death or unknown address, the directors of the corporation or those remaining on the board, even if only one, may elect successors to such officers. In any case where there shall be no directors of the corporation available for the purposes aforesaid, the stockholders may elect a full board of directors as provided by the bylaws of the corporation and shall then elect such officers as are provided by law, by the certificate of incorporation or by the bylaws to carry on the business and affairs of the corporation. A special meeting of the stockholders for the purposes of electing directors may be called by any officer, director or stockholder upon notice, which notice shall state the date, place and time of the meeting and the purpose thereof. VI. After a revival of the charter of the corporation shall have been effected (except where a special meeting of stockholders has been called in accordance with the provisions of paragraph V), the officers who signed the certificate of revival shall, jointly, forthwith call a special meeting of the stockholders of the corporation upon written notice, which notice shall state the date, place and time of the meeting and the purpose thereof. At the special meeting the stockholders shall elect a full board of directors, which board shall then elect such officers as are provided by law, by the charter or by the bylaws to carry on the business and affairs of the corporation. VII. For the purpose of this section, the term "director" includes the governing body of a corporation which has no board of directors and the term "stockholder" includes members of a corporation entitled to vote for members of the corporation's governing body. VIII. If the secretary of state is not satisfied that a certificate of revival is authorized by the directors or stockholders of a corporation as required by this section, he may decline to accept the certificate and the revival shall not occur. IX. Revival of a charter under this section shall not be construed to influence any pending actions or otherwise affect any liabilities or interfere with any course of action against such corporation for the period during which the charter was repealed or revoked.

Source: https://gc.nh.gov/rsa/html/XXVII/292/292-mrg.htm (accessed 2026-09-29).