Superior Court Rules Table of Contents
[Editor’s note: For civil cases filed or pending in Superior Court on or after October 1, 2013, see the Rules of the Superior Court of the State of New Hampshire Applicable in Civil Actions.]
[Editor’s note: The Rules of the Superior Court of the State of New Hampshire Applicable in Criminal Cases do not apply to criminal cases pending or filed in Strafford and Cheshire counties on or after January 1, 2016. The Strafford and Cheshire County Rules of Criminal Procedure shall apply to criminal cases pending or filed on or after January 1, 2016 in Strafford and Cheshire counties.]
166. No business corporation will be dissolved on its own petition unless the petition contains the following allegations:
(a) That a meeting of the stockholders was duly called and held on a certain date for the purpose of voting upon a dissolution of the corporation.
(b) That __________________ number of shares were represented either in person or by proxy at the meeting.
(c) A statement of the vote for and against dissolution showing that dissolution was authorized by a majority of the stock present or represented by proxy.
(d) That by majority vote whatever officer signs the petition was authorized to act for the corporation in petitioning for its dissolution.
(e) A statement of the financial status of the corporation supported by a certificate of the Treasurer as to its assets and liabilities.
Notice of such petition shall be by publication.
The petition shall be accompanied by an affidavit stating that the facts alleged therein are true.
If the petition is by one-fourth of the stockholders, the petition should allege the number of shares of its stock and the cause alleged to make dissolution reasonably necessary.
Such petition shall be served upon the coloration by registered or certified mail and notice given by publication to all interested parties.
Prior to the entry of any decree, a certificate from the New Hampshire Tax Commission must be filed, when required, indicating that no taxes and interest imposed are due and unpaid by the corporation. (See RSA 77-A:18.)
The Court's decree, when the petition is by the corporation, will be in substantially the following form:
(a) "This petition having been filed on ________________, returnable on __________________________, with publication appearing in __________________, on three successive weeks, the last publication being not less than fourteen (14) days prior to the return day, giving notice to all interested parties to appear, and any required certificate from the New Hampshire Tax Commission showing no taxes due having been filed; and no one appearing to object to the prayer of dissolution being granted, with the Court having considered the contents of said petition and prayer thereof, and it now appears as shown by the pleadings on file that a dissolution of the corporation was legally authorized by vote at a duly constituted meeting of the stockholders.
(b) "It is ordered, adjudged and decreed by the Court on this ____________ day of _____________, 20____________, that the said __________________ be dissolved for all ordinary purposes at the close of business on this __________ day of _____________, 20 ______; that the said corporation shall, nevertheless, continue as a body corporate for the term of three years, for the purpose of prosecuting and defending suits by or against it and of gradually closing and settling its concerns and distributing its assets, and for no other purpose; provided that for the purpose of any suit or action by or against said corporation, pending at the end of said term of three years, said corporation shall continue as a body corporate until ninety days after final judgment or decree in such suits or action, and that a copy of the decree of such dissolution be returned to the Secretary of State."
Superior Court Rules Table of Contents