294-A:1 Definition; Professional Service; Professional Corporations. – In this chapter: I. "Disqualified person" means a natural person, corporation, partnership, fiduciary, trust, association, government agency, or other entity which for any reason is or becomes ineligible under this chapter to own shares issued by a professional corporation. II. "Domestic professional corporation" means a professional corporation […]
294-A:10 Fair Value of the Shares. – If within 30 days after the date of the written offer from the corporation the fair value of the shares is agreed upon between the disqualified person and the corporation, payment of the shares shall be made. The payment shall be made within 60 days, or within […]
294-A:11 Determination of Value by a Court. – I. If the disqualified person and the corporation do not agree on a fair value of the shares within 30 days after the written offer from the corporation, the corporation, within 30 days after receipt of written demand from the disqualified person given within 60 days […]
294-A:12 Interest; Costs; Expenses. – I. The judgment shall include an allowance for interest at a rate which the court finds to be fair and equitable in all the circumstances, from the date of death, disqualification, or transfer. II. The costs and expenses of any proceeding under RSA 294-A:11 shall be determined by the […]
294-A:13 Cancellation of Shares. – If the purchase, redemption, or transfer of the shares of a deceased or disqualified shareholder or of a transferee who is a disqualified person is not completed within 10 months after the death of the deceased shareholder or 5 months after the disqualification or transfer, the corporation shall immediately […]
294-A:14 Shares Acquired by the Corporation. – Shares acquired by a corporation pursuant to payment of the agreed value under RSA 294-A:10 or to payment of the judgment entered under RSA 294-A:11 may be held and disposed of by the corporation as in the case of other treasury shares. Source. 1981, 236:1, eff. Feb. […]
294-A:15 Specific Enforcement in Superior Court. – Any provision regarding purchase, redemption or transfer of shares of a professional corporation contained in the articles of incorporation, bylaws, or any private agreement shall be specifically enforceable in the superior court. Source. 1981, 236:1, eff. Feb. 1, 1982.
294-A:16 Pension Benefits; Deferred Compensation. – Nothing contained in this chapter shall prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to or on behalf of a former shareholder as otherwise permitted by law. Source. 1981, 236:1, eff. Feb. 1, 1982.
294-A:17 Liability of Shareholders and Employees. – I. Any reference to a professional corporation in this section shall include both domestic and foreign professional corporations. II. Every individual who renders professional services as an employee of a professional corporation shall be liable for any negligent or wrongful act or omission in which he personally […]
294-A:18 Professional Relationships; Privileged Communications. – I. The relationship between an individual performing professional services as employee of a professional corporation, domestic or foreign, and a client or patient shall be the same as if the individual performed the services as a sole practitioner. II. The relationship between a professional corporation, domestic or foreign, […]
294-A:19 Voting of Shares. – No proxy for shares of a professional corporation shall be valid unless it is given to a qualified person. A voting trust with respect to shares of a professional corporation shall not be valid unless all the trustees and beneficiaries of the voting trust are qualified persons, except that […]
294-A:2 Permissible Purposes of Professional Corporations. – I. Except as provided in RSA 294-A:2, II, professional corporations may be organized under this chapter only for the purpose of rendering professional services, including necessary related services, within a single profession. II. A professional corporation may be incorporated for the purpose of rendering professional services within […]
294-A:20 Directors and Officers. – Except as otherwise provided by the licensing laws of this state and rules adopted under these laws or by any licensing authority in this state, not less than 1/2 of the directors of a professional corporation and all the officers other than the secretary or an assistant secretary and […]
294-A:21 Amendments to Articles of Incorporation. – An administrator, executor, guardian, conservator, or receiver of the estate of a shareholder of a professional corporation who holds all of the outstanding shares of the corporation may amend the articles of incorporation by signing a written consent to the amendment. Articles of amendment so adopted shall […]
294-A:22 Merger and Consolidation. – I. A professional corporation may merge or consolidate with another corporation, domestic or foreign, only if every shareholder of each corporation is qualified to be a shareholder of the surviving or new corporation. II. Upon the merger or consolidation of a professional corporation, if the surviving or new corporation […]
294-A:23 Termination of Professional Activities. – If a professional corporation ceases to render professional services, it shall, within a reasonable period of time, either dissolve and liquidate or amend its articles of incorporation to delete from its stated purposes the rendering of professional services and to conform to the requirements of the law of […]
294-A:24 Involuntary Dissolution. – The secretary of state may administratively dissolve a corporation under RSA 293-A:14.21 if: I. The corporation for 2 consecutive years does not pay within 60 days after they are due any franchise fees or penalties imposed by this chapter or other law; II. The corporation for 2 consecutive years does […]
294-A:25 Admission of Foreign Professional Corporations. – I. A foreign professional corporation shall be entitled to procure a certificate of authority to transact business in this state only if: (a) The name of the corporation meets the requirements of this chapter; (b) The corporation is organized only for purposes for which a professional corporation […]
294-A:26 Application for Certificate of Authority. – Application for a certificate of authority by a foreign professional corporation shall be to the secretary of state. The application for the purpose of rendering professional services shall include a statement that all the shareholders and those of its directors and officers as are required by the […]
294-A:27 Revocation of Certificate of Authority. – The certificate of authority of a foreign professional corporation may be revoked pursuant to RSA 293-A:14.21 by the secretary of state if the corporation fails to comply with any provision of this chapter applicable to it. Source. 1981, 236:1. 2004, 248:20, eff. July 1, 2004.
