Nonprofit Corporation Articles Amendment Approval and Filing in New Hampshire

At a glance

Requirements one by one

Board action and corporate terms

Under § 292:7, a corporation may amend or restate articles of agreement by a majority of its board of directors or trustees at a meeting duly called for that purpose. The provision covers changes to the name and stock or membership certificates as well as other amendments. § 292:2 identifies the articles' core subjects, including the name, object, membership criteria, dissolution terms, business address, and any stock or membership certificates. Chapter 292 permits one or more member classes or no members, and member voting rights arise only as the articles or bylaws provide (§ 292:6-b). The amendment provision itself specifies the board or trustee vote rather than a separate statutory member vote.

Recording and fees

§ 292:7 requires recording a certified copy of the vote in the Secretary of State's office and in the office of the town or city clerk where the corporation has its principal place of business. Under § 292:5, the amendment record costs $25 at the state and $5 at the local clerk. If the Secretary of State collects its fee electronically, § 5:10-a adds $2 to that fee.

What trips people up

The state recording does not replace the local recording: § 292:7 calls for both. A restatement uses that same express route. Chapter 292's member-class provision (§ 292:6-b) does not itself create an automatic class vote on every amendment; check the corporation's articles and bylaws for any voting rights they grant.

Common questions

Must voting members approve the amendment under Chapter 292?

Section 292:7 specifies a majority board or trustee vote for this filing. Section 292:6-b lets the articles or bylaws define member voting rights, so those documents still matter.

When does the amendment take effect?

Section 292:7 states the vote and two-office recording steps. It does not provide a delayed-effective-date option for the record of amendment.

Statutes and sources

• N.H. Rev. Stat. § 292:2: “The articles of agreement shall contain the following: I. The name of the corporation. II. The object for which the corporation is established. II-a. The provisions for establishing criteria and procedures for membership and participation in the corporation. III. The provisions for disposition of the corporate assets in the event of dissolution of the corporation, including the prioritization of rights of shareholders and members to corporate assets. IV. The address at which the business of the corporation is to be carried on. V. The amount of capital stock, if any, or the number of shares or membership certificates, if any, and provisions for retirement, reacquisition and redemption of those shares or certificates.” New Hampshire Legislature (accessed 2026-10-01).
• N.H. Rev. Stat. § 292:5: “The fee for recording the articles of agreement in the office of the secretary of state as required in RSA 292:4 shall be $25. The fee for recording any record of amendment in the office of the secretary of state as required in RSA 292:7 shall be $25. The fee for recording the articles of agreement or amendments to such articles in the office of the town or city clerk as required in RSA 292:4 and RSA 292:7 shall be $5.” New Hampshire Legislature (accessed 2026-10-01).
• N.H. Rev. Stat. § 292:6-b: “I. A voluntary corporation may have one or more classes of members or may have no members. In the absence of a provision in its articles or bylaws providing for members, a voluntary corporation has no members. II. If a voluntary corporation has no members, an action for which there is no specific provision of this chapter applicable to a voluntary corporation without members and that would otherwise require approval of the members requires only the approval of the board of directors. III. Members are of one class unless the articles establish, or authorize the bylaws to establish, more than one class. Members shall have no voting rights, except as specifically provided in the articles or bylaws. The articles or bylaws may fix the term of membership. IV. Notwithstanding any provision of the articles or bylaws to the contrary, each individual board member and each member of a voluntary corporation entitled to vote shall be entitled to no more than one vote.” New Hampshire Legislature (accessed 2026-10-01).
• N.H. Rev. Stat. § 292:7: “Any corporation now or hereafter organized or registered in accordance with the provisions of this chapter, and any existing corporation which may have been so organized or registered, may change its name, increase or decrease its capital stock or membership certificates, merge with or acquire any other corporation formed pursuant to this chapter, restate, or amend its articles of agreement, by a majority vote of such corporation's board of directors or trustees, at a meeting duly called for that purpose, and by recording a certified copy of such vote in the office of the secretary of state and in the office of the clerk of the town or city in this state which is its principal place of business.” New Hampshire Legislature (accessed 2026-10-01).
• N.H. Rev. Stat. § 5:10-a: “If the secretary of state collects a fee electronically for any registration, any document, or any other purpose, the secretary of state shall collect a handling charge for each fee paid electronically, including by Internet or facsimile, by adding $2 to the total fee.” New Hampshire Legislature (accessed 2026-10-01).