New Hampshire Corporate Bylaws

The New Hampshire corporate bylaws gather the rules a corporation operates under. Thus, shareholders, officers, and directors can have realistic expectations of their part in a corporation’s structure and decision-making process.

Last updated December 6th, 2024

The New Hampshire corporate bylaws gather the rules a corporation operates under. Thus, shareholders, officers, and directors can have realistic expectations of their part in a corporation’s structure and decision-making process.

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Are bylaws required in New Hampshire?

Yes, New Hampshire corporations operate under the provisions of their bylaws in order to function legally.[1]

New Hampshire Corporate Laws

  • Corporate Tax: New Hampshire explicitly imposes a 7.5% “on taxable business profits.” [2]
  • Board: New Hampshire corporations must be “managed by” a board of directors that is responsible for governing the corporation and is subject to the corporation’s articles of incorporation and RSA 293-A:7.32.[3]
    • Number – Corporations use their articles of incorporation and bylaws to establish how many directors sit on the board, but this must always consist of “one or more individuals.” [4]
    • Qualifications – The corporation’s bylaws determine the eligibility and “qualifications for directors”; however, the provisions may not countermand the corporation’s articles of incorporation.[5]
    • Terms – Initial director terms “expire at the first shareholders” meeting, while directors elected after serve until the next annual meeting.[6]
    • Staggered Terms – A director’s term can be “2 years or 3 years” whenever corporations stagger director terms into two or three groups, respectively.[7]
  • Officers: The board of directors, under the direction of the bylaws, uses their discretion to elect individuals to offices; however, one office must be responsible for meeting minutes and corporate records.[8]
  • Fiduciary Duty: Officers, as well as directors, must use their judgment and discharge their duties “in good faith” to benefit the corporation.[9][10]
  • Meetings: The board of directors allows “any or all directors to participate” in meetings remotely but must do so under the bylaws.[11]
  • Quorum: The bylaws may list the quorum requirements for meetings and actions, but the number of directors must be more than “1/3 of the fixed number of directors” or, if unaddressed by the bylaws, the greater majority of directors present immediately before the meeting.[12]
  • Emergency Bylaws: A corporation’s board of directors develops a distinct set of bylaws “effective only” during emergencies containing the provisions necessary to operate in an emergency, such as designating substitute directors.[13]

Sources

  1. NH Rev Stat § 293-A:2.06 (2023)
  2. New Hampshire Dept. of Revenue
  3. NH Rev Stat § 293-A:8.01 (2023)
  4. NH Rev Stat § 293-A:8.03 (2023)
  5. NH Rev Stat § 293-A:8.02 (2023)
  6. NH Rev Stat § 293-A:8.05 (2023)
  7. NH Rev Stat § 293-A:8.06 (2023)
  8. NH Rev Stat § 293-A:8.40 (2023)
  9. NH Rev Stat § 293-A:8.30 (2023)
  10. NH Rev Stat § 293-A:8.42 (2023)
  11. NH Rev Stat § 293-A:8.20 (2023)
  12. NH Rev Stat § 293-A:8.24 (2023)
  13. NH Rev Stat § 293-A:2.07 (2023)