New Hampshire Articles of Dissolution

Introduction

Key Things to Know

1. 1

   Form 19, Articles of Dissolution, is the single filing that ends a domestic for-profit New Hampshire business corporation organized under RSA 293-A. One form serves both statutory routes, incorporators or initial directors under RSA 293-A:14.01 and board plus shareholders under RSA 293-A:14.03. A New Hampshire LLC dissolves under RSA 304-C on a different form, and a nonprofit under RSA 292.

2. 2

   The Department of Revenue Administration certificate is requested, not attached to the Articles. RSA 293-A:14.03(a)(4) asks the Articles to carry a certificate of mailing of a copy to the department of revenue, which Form 19 handles as Article EIGHTH. The separate DRA Certificate of Dissolution under RSA 293-A:14.05(b) is what must be in hand before any property goes to shareholders.

3. 3

   Form AU-22, Certification Request, is how that certificate is requested, with a $30 non-refundable fee and the Certificate of Dissolution box ticked in Step 2. Rev 309.03(b) gives the Department 60 days to issue or deny, counted from the later of the request and the last missing return. The AU-22 instructions say a request arriving without the fee shall be denied.

4. 4

   The Secretary of State fee is $35 under RSA 293-A:1.22(a)(10), printed on the face of Form 19 and listed at $35 on the current Forms and Fees table. RSA 5:10-a adds a $2.00 handling charge to any fee the State receives electronically. Expedited service costs $25 more and is offered only in person in the Customer Lobby.

5. 5

   Approval runs on a quorum standard rather than a share percentage. RSA 293-A:14.02(b)(5) calls for shareholder approval at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast exists, unless the articles of incorporation or the board demand more. Notice of that meeting goes to every shareholder, voting or not, and must say that dissolving the corporation is a purpose.

6. 6

   Both creditor-notice routes are elective, and both begin after dissolution takes effect rather than before the filing. Written notice to known claimants under RSA 293-A:14.06 sets a deadline no fewer than 120 days out. A single newspaper publication under RSA 293-A:14.07 starts a 3-year bar. Publish nothing and that 3-year clock never begins to run.

7. 7

   Dissolution does not erase the company. Under RSA 293-A:14.05(a) it keeps its corporate existence for collecting assets, discharging liabilities and distributing what is left, and dissolution neither abates a pending lawsuit nor ends the registered agent's authority. RSA 293-A:14.04 allows revocation within 120 days of the effective date, on Form 36, for $35.

New Hampshire Requirements for Articles of Dissolution

• Certificate of Mailing to the Department of Revenue

  RSA 293-A:14.03(a)(4) requires the Articles of Dissolution to set forth a certificate of mailing of a copy of the articles of dissolution to the department of revenue. Form 19 implements this as Article EIGHTH, a dated line certifying the copy was mailed to the New Hampshire Department of Revenue Administration.

• DRA Certificate of Dissolution Before Any Distribution

  RSA 293-A:14.05(b) bars distributing remaining property to shareholders until the corporation first obtains a certificate of dissolution from the department of revenue administration under RSA 77-A:18 and RSA 77-E:12. Both tax chapters add that no property may transfer until all taxes, interest and penalties under them are fully paid.

• Form AU-22 Certification Request, $30 and 60 Days

  Request the certificate on DRA Form AU-22 with a $30 non-refundable fee, ticking Certificate of Dissolution in Step 2, through Granite Tax Connect or by mail to PO Box 637, Concord NH 03302. Rev 309.03(b) gives the Department 60 days to issue or deny. A request without the fee shall be denied.

• Form 19 Covers Both Statutory Routes

  One form does both jobs: Form 19, Articles of Dissolution by Incorporators or Initial Directors or Board of Directors and Shareholders, revision 4/2016, citing RSA 293-A:14.01 and RSA 293-A:14.03. New Hampshire runs no intent-to-dissolve step ahead of it. Form 36 reverses a dissolution within 120 days for $35.

• Filing Fee of $35, Plus $2 Electronically

  RSA 293-A:1.22(a)(10) sets articles of dissolution at $35, matching both the Secretary of State fee table and the printed fee line on Form 19. RSA 5:10-a adds a $2.00 handling charge to fees the State receives electronically. Expedited service is $25 more and only in person in the Customer Lobby.

• Shareholder Approval on a Quorum Standard

  RSA 293-A:14.02(b)(5) requires approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast exists, unless the articles of incorporation or the board require more. Notice goes to each shareholder whether or not entitled to vote. RSA 293-A:14.01(a) lets a majority of incorporators or initial directors act alone where no shares issued or no business began.

• Elective Creditor Notice, 120 Days and 90 Days

  RSA 293-A:14.06(a) says a dissolved corporation may notify known claimants in writing after the effective date, with a claim deadline not fewer than 120 days from the notice. A rejected claimant then has 90 days from the rejection notice to sue. RSA 293-A:14.07(a) adds an optional one-time newspaper publication that starts a 3 year bar, which never begins if nothing is published.

• No Notarization, and Who May Sign

  RSA 293-A:1.20(g) states a filed document may but need not contain the corporate seal, an attestation, or an acknowledgment, verification, or proof. Form 19 carries no notary block and no penalty-of-perjury line. Note 2 on the form requires signature by the chairman of the board of directors, the president or another officer, or an alternative signer under RSA 293-A:1.20(f).