New Hampshire corporate bylaws are rules established by a corporation’s board of directors or incorporators to govern its operations, as required by state law. These bylaws outline the corporation’s management, including the roles and powers of officers, shareholder voting rights, meeting policies, and procedures for amendments, ensuring they align with the articles of incorporation and state statutes.
They provide a comprehensive framework for the company’s internal management, specifying officer appointments, voting requirements, and the timing of regular meetings, to facilitate smooth and efficient corporate governance.
Legal Requirements
New Hampshire requires all corporations to create and maintain bylaws. [1] Corporations can also comply with other statutory requirements such as:
- Annual Meetings: Corporations must hold an annual shareholders’ meeting as specified by the bylaws, unless directors are elected by written consent as allowed by law. [2]
- Corporate Bylaws: The initial bylaws, adopted by the incorporators or board of directors, must be consistent with the law and the articles of incorporation. [3]
- Issuance of Stock: The board of directors can issue shares in exchange for any tangible or intangible property or benefit to the corporation. [4]
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Limited,” an abbreviation thereof, or language of like import (choose one).
- Prohibited Words: Language stating/implying entity is organized for impermissible purposes.
- Name Reservation Period: 120 days.
- Renewal Period: Renewable.
- Transferability: Yes.
Emergency Bylaws
The board can implement temporary bylaws during emergencies preventing director meetings, to complement existing bylaws until the emergency ends. [5] Action taken under a company’s emergency bylaws are binding on the corporation and corporate officers are shielded from legal liability for all good faith decisions made during an emergency.
