New Hampshire Corporation Voluntary Dissolution and Closure Packet

NEW HAMPSHIRE CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Important Use Gate

Use only for a solvent domestic business corporation pursuing voluntary dissolution. Do not use for a nonprofit, professional, public-benefit, regulated, foreign, insolvent, bankrupt, judicially dissolved, administratively dissolved, merged, converted, or control-disputed entity without a separate current-law workflow.

Complete and submit the applicable articles in Section 4 after approval. Confirm current delivery and signature instructions with the Secretary of State before submission.

1. Corporation and Route Profile

Attach the articles and amendments, bylaws, stock ledger, voting agreements, shareholder agreements, board and shareholder records, current state entity record, financial statements, tax records, contracts, claims, liens, and insurance information.

2. New Hampshire Approval Gate

Under RSA 293-A:14.01, a majority of incorporators or initial directors may dissolve a corporation that has not issued shares or has not commenced business by filing the required articles. Under RSA 293-A:14.02, the board proposes and ordinarily recommends dissolution; if a conflict or other special circumstances support no recommendation, it must communicate the basis to shareholders. Every shareholder receives meeting notice. Unless the articles or a board condition validly requires more, approval occurs at a meeting with a quorum consisting of at least a majority of votes entitled to be cast.

Core approval sources verified for this packet: N.H. Rev. Stat. Ann. §§ 293-A:14.01 and 293-A:14.02.

Do not authorize dissolution until every applicable constituency, notice, quorum, vote, consent, and appraisal-right issue is documented from current authority.

3. Internal Approval Record

Early Route — Incorporators or Initial Directors (§ 293-A:14.01)

Use only if no shares have been issued or business has not commenced. Confirm that no corporate debt remains unpaid and that any net assets after winding up have been distributed to shareholders if shares were issued.

RESOLVED, by a majority of the [INCORPORATORS / INITIAL DIRECTORS], that the corporation dissolve under RSA 293-A:14.01 and deliver the required articles for filing.

Board Resolution

The board reviewed the corporation's governing documents, capitalization, financial condition, claims, contracts, taxes, employees, property, insurance, permits, data, and closure plan.

RESOLVED, that the board proposes dissolution for submission to the shareholders and [RECOMMENDS approval / DETERMINES that a conflict of interest or other special circumstances warrants no recommendation and communicates the basis, [BASIS], to the shareholders]. Shareholder approval must be recorded separately below;

RESOLVED, that [NAME / TITLE] is authorized to coordinate winding up and submit the articles after the required approval;

RESOLVED, that no shareholder distribution may be made until liabilities and legally sufficient reserves have been reviewed and approved.

Shareholder Approval Record

Attach the meeting notice, delivery proof, proposal, board recommendation or permitted explanation, voting ledger, proxies, ballots, minutes, and any written consents.

4. Articles of Dissolution

Complete and sign one alternative. Article A is for the early route under RSA 293-A:14.01. Article B is for the board and shareholder route under RSA 293-A:14.02. Check current filing instructions before submission.

Article A — Before Issuing Shares or Commencing Business

ARTICLES OF DISSOLUTION — NEW HAMPSHIRE BUSINESS CORPORATION

The corporation named below submits these articles under RSA 293-A:14.01.

1. Corporation's exact name: [________________________________].
2. Date of incorporation: [__/__/____].
3. Applicable condition (mark one or both): ☐ No shares have been issued. ☐ The corporation has not commenced business.
4. No corporate debt remains unpaid.
5. If shares were issued, the net assets remaining after winding up have been distributed to the shareholders. ☐ Applicable ☐ No shares were issued.
6. A majority of the ☐ incorporators ☐ initial directors authorized dissolution.

Signed on [__/__/____] by [________________________________], an ☐ incorporator ☐ initial director.

Signature: [________________________________]

Article B — Board and Shareholder Approval

ARTICLES OF DISSOLUTION — NEW HAMPSHIRE BUSINESS CORPORATION

The corporation named below submits these articles under RSA 293-A:14.03.

1. Corporation's exact name: [________________________________].
2. Date dissolution was authorized: [__/__/____].
3. The shareholders duly approved the proposal to dissolve in the manner required by RSA chapter 293-A and the corporation's articles of incorporation.
4. Effective date specified for these articles: [__/__/____].

Certificate of mailing. I certify that on [__/__/____] a copy of these articles was mailed to the New Hampshire Department of Revenue Administration. Mailing address used: [________________________________].

Signed on [__/__/____] by [________________________________], [OFFICER CAPACITY].

Signature: [________________________________]

Filing and Effectiveness Control

Under RSA 293-A:14.03, the corporation is dissolved when its articles become effective. Keep the accepted filing, the effective date, and proof of the revenue mailing with the approval records. Do not treat tax closure and completion of winding up as part of the state filing.

5. Winding-Up Workplan

6. Claims and Distribution Control

Do not improvise a claim-bar notice, publication period, rejection deadline, or distribution priority. Use a statutory claims procedure only after counsel verifies every current content, recipient, delivery, publication, response, security, and limitations requirement.

7. Tax, Agency, and Foreign-Qualification Register

Confirm the separate closure requirements for federal, tax, payroll, unemployment, sales-tax, licensing, permit, benefit-plan, unclaimed-property, and foreign-registration accounts.

8. Completion and Records Certificate

The responsible persons report that approval and filing records are complete; assets, liabilities, claims, taxes, employees, contracts, permits, insurance, data, and foreign registrations were addressed or assigned; reserves and distributions were approved; and the final state status was confirmed.

Final counsel authorization: [FILE / HOLD / FURTHER REVIEW]