RSA Chapter 294-C — Fraudulent or Unauthorized Issue of Stock

Title XXVII — Corporations, Associations, and Proprietors of Common Lands

Current through the 2025 Regular Session of the New Hampshire General Court.

Title XXVII Corporations, Associations, and Proprietors of Common Lands

RSA 294-C:1 Limits of Issue

No corporation shall increase its capital stock beyond the maximum amount fixed by its charter or otherwise authorized by law, or divide the proceeds of the sale of its stock among its stockholders, or issue certificates of stock when the par value of the shares represented by the certificates has not been fully paid to its treasurer. All certificates issued for such unauthorized stock shall be void.

Source. 1870, 17:1, 2. GL 158:9, 10. PS 273:11. PL 387:18. RL 450:17. RSA 580:17. 1973, 532:22, eff. Nov. 1, 1973.

RSA 294-C:2 Officer's Liability

Any of its directors or other officers or agents who shall take part in any such unauthorized increase or disposition of its capital stock, or in the distribution of the proceeds thereof, or in the issue of certificates of stock when not authorized by law, shall be severally guilty as principals of the offenses described in RSA 294-C:1.

Source. 1870, 17:1, 2. GL 158:9, 10. PS 273:11. PL 387:19. RL 450:18. RSA 580:18. 1973, 532:22, eff. Nov. 1, 1973.

RSA 294-C:3 False Issue

No officer, agent, or servant of a corporation, or any other person, shall knowingly, falsely, and fraudulently issue a certificate for any stock of the corporation, or shall fraudulently sign any such certificate in blank or otherwise with the intent that it shall be so issued by himself or any other person.

Source. 1854, 1520:1. GS 257:10. GL 275:10. PS 273:12. PL 387:20. RL 450:19. RSA 580:19. 1973, 532:22, eff. Nov. 1, 1973.

RSA 294-C:4 False Stock Record

No officer, agent, or servant of a corporation whose duty it is to keep a record of the certificates of stock issued by the corporation, and of the stockholders in the corporation, shall fraudulently omit to make and keep a true record of any certificate issued or transfer made, or of the stockholders of the corporation, or fraudulently make a false record of any such certificate or transfer, or of such stockholders, with intent to defraud.

Source. PS 273:13. PL 387:21. RL 450:20. RSA 580:20. 1973, 532:22, eff. Nov. 1, 1973.

RSA 294-C:5 False Records

No officer, agent, or servant of a corporation shall fraudulently make any false entry or record in any book of the corporation, with intent to defraud, which is not prohibited by RSA 294-C:4.

Source. PS 273:14. PL 387:22. RL 450:21. RSA 580:21. 1973, 532:22, eff. Nov. 1, 1973.

RSA 294-C:6 General Penalty

If any officer, agent, or servant of a corporation shall violate any provision of this chapter or shall wilfully or fraudulently violate any provision of law for the government of corporations, their officers, agents, and servants, for which other punishment is not specially prescribed, he shall be guilty of a class B felony.

Source. RS 146:25. CS 147:30; 150:69. GS 145:10, 11; 257:11. GL 275:11. PS 273:15. PL 387:23. RL 450:22. RSA 580:22. 1973, 532:22, eff. Nov. 1, 1973.