§ 293-B:12 — Certificate of Trust; Amendment; Cancellation; Restatement; Correction

New Hampshire § 293-B:12

• Jurisdiction: New Hampshire
• Title XXVII: CORPORATIONS, ASSOCIATIONS, AND PROPRIETORS OF COMMON LANDS
• Ch. 293-B: TREATMENT OF NEW HAMPSHIRE INVESTMENT TRUSTS

Text

I. One original and one exact copy of a certificate of trust for a New Hampshire investment trust shall be executed and shall be delivered for filing to the secretary of state. The certificate of trust shall set forth:
(a) The name of the New Hampshire investment trust;
(b) The name and the business address of each of the trustees;
(c) The name and the business address of the registered agent for service of process;
(d) The future effective date or time, which shall be a date or time certain, of effectiveness of the certificate if it is not to be effective upon the filing of the certificate; and
(e) Any other information the trustees determine to include.
II. A New Hampshire investment trust is formed at the time of the filing of the initial certificate of trust with the secretary of state or at any later date or time specified in the certificate of trust if, in either case, there has been substantial compliance with the requirements of this section. A New Hampshire investment trust formed under this chapter shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the New Hampshire investment trust's certificate of trust.
III. A certificate of trust may be amended by delivering for filing one original and one exact copy of a certificate of amendment to the secretary of state. The certificate of amendment shall set forth:
(a) The name of the New Hampshire investment trust;
(b) The amendment to the certificate; and
(c) The future effective date or time, which shall be a date or time certain, of effectiveness of the certificate if it is not to be effective upon the filing of the certificate.
IV. Except to the extent otherwise provided in the certificate of trust or in the governing instrument of a New Hampshire investment trust, a certificate of trust may be amended at any time for any purpose as the trustees may determine. A trustee who becomes aware that any statement in a certificate of trust was false when made or that any matter described has changed, making the certificate false in any material respect, shall promptly file a certificate of amendment.
V. (a) A certificate of trust may be restated by integrating into a single instrument all of the provisions of the certificate of trust which are then in effect and operative as a result of there having been theretofore filed one or more certificates of amendment pursuant to paragraph III, and the certificate of trust may be amended or further amended by the filing of a restated certificate of trust. The restated certificate of trust shall be specifically designated as such in its heading and shall set forth:
(1) The present name of the New Hampshire investment trust, and if it has been changed, the name under which the New Hampshire investment trust was originally formed;
(2) The date of filing of the original certificate of trust with the secretary of state;
(3) The information required to be included pursuant to subparagraph (a) of this section; and
(4) Any other information the trustees determine to include therein.
(b) A certificate of trust may be restated at any time for any purpose as the trustees may determine. A trustee who becomes aware that any statement in a restated certificate of trust was false when made or that any matter described has changed making the restated certificate false in any material respect shall promptly file a certificate of amendment or a restated certificate of trust.
VI. A certificate of trust shall be cancelled upon the completion of winding up of the New Hampshire investment trust and its termination, or shall be deemed to be cancelled upon the filing of a certificate of merger or consolidation if the New Hampshire investment trust is not the surviving or resulting entity in a merger or consolidation, or upon the filing of a certificate of transfer, or upon the filing of a certificate of conversion to a non-New Hampshire other business entity. One original and one exact copy of a certificate of cancellation and a statement from the department of revenue administration that all taxes due from or accrued by the New Hampshire investment trust through the effective date of cancellation have been either assessed and paid or adequately provided for in a manner acceptable to the department of revenue administration shall be delivered for filing to the secretary of state and shall set forth:
(a) The name of the New Hampshire investment trust;
(b) The date of filing of its certificate of trust;
(c) The future effective date or time, which shall be a date or time certain, of cancellation if it is not to be effective upon the filing of the certificate; and
(d) Any other information the trustees determine to include.
VII. Whenever any certificate authorized to be filed with the secretary of state under this chapter has been so filed and is an inaccurate record of the action therein referred to or was defectively or erroneously executed, such certificate may be corrected by filing with the secretary of state a certificate of correction of such certificate. The certificate of correction shall specify the inaccuracy or defect to be corrected, shall set forth the portion of the certificate in corrected form, and shall be executed and filed as required by this chapter. In lieu of filing a certificate of correction, the certificate may be corrected by filing with the secretary of state a corrected certificate which shall be executed and filed in accordance with this chapter. The corrected certificate shall be specifically designated as such in its heading, shall specify the inaccuracy or defect to be corrected, and shall set forth the entire certificate in corrected form. The corrected certificate shall be effective as of the date the original certificate was filed, except as to those persons who are substantially and adversely affected by the corrections, and as to those persons the corrected certificate shall be effective from the filing date.
VIII. If any certificate filed in accordance with this chapter provides for a future effective date or time and if the transaction is terminated or amended to change the future effective date or time prior to the future effective date or time, the certificate shall be terminated or amended by the filing, prior to the future effective date or time set forth in such original certificate, of a certificate of termination or amendment of the original certificate, executed and filed in accordance with this chapter, which shall identify the original certificate which has been terminated or amended and shall state that the original certificate has been terminated or amended.

Legislative History

2010, 149:2, eff. June 14, 2010.