Nonprofit Corporation Voluntary Dissolution Filing Requirements in New Hampshire

At a glance

Requirements one by one

Board and member authorization

Section 292:6-b treats a corporation as memberless when its articles and bylaws contain no membership provision. For actions otherwise requiring member approval, paragraph II supplies a board-approval substitute, subject to any specific provision applicable to a corporation without members. The bylaws regulate corporate affairs subject to the articles and law under § 292:6.

Section 292:10-a measures the ordinary dissolution vote against “2/3 of the membership or voting stock or both,” rather than only votes cast at a meeting. Its church exception requires unanimous approval of the eligible voting membership. Section 292:6-b allows membership classes and specifies that voting rights come from the articles or bylaws.

Plan, filing, and effective time

The statement must set out the distribution and obligation-satisfaction plan, alongside the required vote certification. Section 292:10-a makes dissolution automatic upon filing, with signatures from the treasurer and a majority of directors or trustees under penalties of perjury. The articles already must contain asset-disposition provisions and member/shareholder priorities under § 292:2 III.

The Secretary of State’s current fee table lists Form NP-5 as “No Fee”; the official form also states “No filing fee.”

Reversal and remaining powers

The voluntary-vote rule makes filing the decisive event. Section 292:30 I describes revival for a charter “repealed, revoked, and annulled pursuant to this subdivision”; that is the chapter’s separate renewal subdivision. Its revival language supplies a route for that charter-forfeiture category.

The voluntary petition alternative permits conditions set by the court under § 292:9. Under § 292:10, filing the attested decree terminates corporate existence in accordance with its terms. The vote route instead carries the asset and obligation plan in the dissolution statement.

What trips people up

A homeowners’ association formed under this chapter and approved by a planning board or similar land-use body must have the § 676:2 hearing before that same body before dissolving by vote or petition. Section 292:8-m II makes the hearing a prerequisite. The January 1, 2027 additions elsewhere in that section concern records and governance, rather than this dissolution prerequisite.

The voluntary petition alternative in § 292:9 lets the corporation or one-quarter of its members apply in the county where it is located. Interested parties receive due notice and a hearing; charitable corporations require notice to the Attorney General and an opportunity to be heard. Section 292:10 requires the attested decree copy to be filed forthwith.

Common questions

Can members receive more than their capital contribution? Section 292:9 IV caps the member’s or shareholder’s dissolution recovery at total capital contribution or the purchase price of membership certificates, or both.

What happens to an adjudicated abandoned membership interest? Under § 292:9 IV, funds otherwise payable on an interest adjudicated abandoned revert to the corporation as capital assets.

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. V-a. (a) The articles of agreement may contain a provision eliminating or limiting the personal liability of a director, an officer, or both, to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, an officer, or both, except with respect to: (1) Any breach of the director's or officer's duty of loyalty to the corporation or its shareholders. (2) Acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of law. (3) Any transaction from which the director, officer, or both, derived an improper personal benefit. (b) This paragraph shall not be construed to eliminate or limit the liability of a director, an officer, or both, for any act or omission occurring before January 1, 1992. VI. The signature and post office address of each of the persons associating together to form the corporation.

Official statute (accessed 2026-09-30).

N.H. Rev. Stat. § 292:6

The initial bylaws of a corporation shall be adopted by a 2/3 majority action of the signers of the articles of agreement. The power to alter, amend or repeal the bylaws or to adopt new bylaws, subject to repeal or change by a 2/3 majority action of the shareholders or holders of membership certificates, shall be vested in the board of directors unless reserved to the shareholders or holders of membership certificates by the articles of agreement. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with the laws of the state or the articles of agreement, including provisions for issuance and reacquisition of membership certificates.

Official statute (accessed 2026-09-30).

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.

Official statute (accessed 2026-09-30).

N.H. Rev. Stat. § 292:8-m

I. For any homeowners' association established under this chapter, except those associations that include ownership through timeshare, if more than 50 percent of the votes are acquired by a single person after developer control is terminated, a 2/3 majority shall be required to amend bylaws, budgets, and any contracted property management service. II. No homeowners' association constituted under this chapter and approved by the planning board or similar land use body that has jurisdiction in the town or city in which the homeowners' association is located, shall be dissolved pursuant to the procedure in RSA 292:9 or RSA 292:10-a, prior to a hearing under RSA 676:2 before that same planning board or land use body.

Official statute (accessed 2026-09-30).

N.H. Rev. Stat. § 292:9

I. Any such corporation, or 1/4 of the members thereof, may apply by petition to the superior court, or in the case of a charitable corporation to the superior court or the probate court, in the county in which the corporation is located, for a decree of dissolution, or for such other relief as may be just; and the court, after due notice to all parties interested and a hearing, may decree that the corporation be dissolved, subject to such limitations and conditions as justice may require. The attorney general shall be notified and given an opportunity to be heard in all cases involving charitable corporations. II. The court shall have the right to appoint a guardian ad litem in the event that any members or shareholders, or both, are unknown or have abandoned a stock interest or membership interest in the corporation. The guardian ad litem shall file a report with the court setting forth its findings with respect to: the attempt to notify the unknown shareholders or members or both; any response from the unknown shareholders or members or both; and the length of time since the date of last contact by the unknown shareholder or member with the corporation. III. The court shall have the discretion, after reviewing the report of the guardian ad litem, to conclude the extent of the rights and interests of the shareholders or members, or both, who are unknown or have abandoned their interests. IV. No member or shareholder shall be entitled to receive an amount from a dissolution of assets greater than the member's or shareholder's total contribution to capital or purchase price, or both, of membership certificates. Any and all funds which may be payable to members or shareholders, or both, who have been adjudicated to have abandoned their interests under this section shall revert to the corporation as capital assets.

Official statute (accessed 2026-09-30).

N.H. Rev. Stat. § 292:10

The corporation shall cause an attested copy of the decree of the court to be filed in the office of the secretary of state forthwith after it is made; and when such copy has been so filed, the corporate existence of the corporation shall terminate in accordance with the terms of such decree.

Official statute (accessed 2026-09-30).

N.H. Rev. Stat. § 292:10-a

I. Except as provided in paragraph II, whenever 2/3 of the membership or voting stock or both of any such corporation shall have voted to dissolve the corporation, then said corporation shall be automatically dissolved upon the filing with the secretary of state of a statement signed under the penalties of perjury by the treasurer and a majority of the directors or trustees setting forth (a) that at least 2/3 of the members or stockholders voted dissolution; and (b) the plan for distribution of the corporation's assets and satisfaction of its obligations. II. Whenever the voting membership of a church, organized under this chapter, shall have voted unanimously to dissolve the church, the church shall be automatically dissolved upon the filing with the secretary of state of a statement signed under the penalties of perjury by the treasurer and a majority of the directors or trustees setting forth (a) that all members eligible to vote voted dissolution; and (b) the plan for distribution of the church's assets and satisfaction of its obligations.

Official statute (accessed 2026-09-30).

N.H. Rev. Stat. § 292:30

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.

Official statute (accessed 2026-09-30).

N.H. Rev. Stat. § 676:2

I. An applicant seeking a local permit may petition 2 or more land use boards to hold a joint meeting or hearing when the subject matter of the requested permit is within the responsibilities of those land use boards. Each board shall adopt rules of procedure relative to joint meetings and hearings, and each board shall have the authority on its own initiative to request a joint meeting. Each land use board shall have the discretion as to whether or not to hold a joint meeting with any other land use board. The planning board chair shall chair joint meetings unless the planning board is not involved with the subject matter of the requested permit. In that situation, the appropriate agencies which are involved shall determine which board shall be in charge.

II. Procedures for joint meetings or hearings relating to testimony, notice of hearings, and filing of decisions shall be consistent with the procedures established by this chapter for individual boards.

III. Every local land use board shall be responsible for rendering a decision on the subject matter which is within its jurisdiction.

Official statute (accessed 2026-09-30).

Official filing fee

Form NP-5 NH Nonprofit Dissolution | No Fee

Secretary of State fee table (accessed 2026-09-30).

No filing fee.

Official Form NP-5 (accessed 2026-09-30).