§ 293-B:26 — Transfer or Continuance of New Hampshire Investment Trusts

New Hampshire § 293-B:26

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

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I. Upon compliance with the provisions of this section, any New Hampshire investment trust may transfer to or domesticate in any jurisdiction, other than any state, and, in connection therewith, may elect to continue its existence as a New Hampshire investment trust in the state of New Hampshire.
II. If the governing instrument of a New Hampshire investment trust specifies the manner of authorizing a transfer or domestication or continuance described in paragraph I of this section, the transfer or domestication or continuance shall be authorized as specified in the governing instrument. If the governing instrument of a New Hampshire investment trust does not specify the manner of authorizing a transfer or domestication or continuance described in paragraph I of this section and does not prohibit such a transfer or domestication or continuance, the transfer or domestication or continuance shall be authorized in the same manner as is specified in the governing instrument for authorizing a merger or consolidation that involves the New Hampshire investment trust as a constituent party to the merger or consolidation. If the governing instrument of a New Hampshire investment trust does not specify the manner of authorizing a transfer or domestication or continuance described in paragraph I of this section or a merger or consolidation that involves the New Hampshire investment trust as a constituent party and does not prohibit such a transfer or domestication or continuance, the transfer or domestication or continuance shall be authorized by the approval by all of the beneficial owners and all of the trustees. If a transfer or domestication or continuance described in paragraph I of this section shall be approved as provided in this paragraph II, a certificate of transfer if the New Hampshire investment trust's existence as a New Hampshire investment trust is to cease in the state of New Hampshire, or a certificate of transfer and continuance if the New Hampshire investment trust's existence as a New Hampshire investment trust is to continue, executed in accordance with RSA 293-B:13, shall be filed with the secretary of state in accordance with RSA 293-B:14. The certificate of transfer or the certificate of transfer and continuance shall state:
(a) The name of the New Hampshire investment trust and, if it has been changed, the name under which its certificate of trust was originally filed;
(b) The date of the filing of its original certificate of trust with the secretary of state;
(c) The jurisdiction to which the New Hampshire investment trust shall be transferred or in which it shall be domesticated;
(d) The future effective date or time, which shall be a date or time certain, of the transfer or domestication to the jurisdiction specified in subparagraph II(c) of this section if it is not to be effective upon the filing of the certificate of transfer or the certificate of transfer and continuance;
(e) That the transfer or domestication or continuance of the New Hampshire investment trust has been approved in accordance with the provisions of this section;
(f) In the case of a certificate of transfer:
(1) That the existence of the New Hampshire investment trust shall cease in the state of New Hampshire when the certificate of transfer becomes effective; and
(2) The agreement of the New Hampshire investment trust that it may be served with process in the state of New Hampshire in any action, suit, or proceeding for enforcement of any obligation of the New Hampshire investment trust arising while it was a New Hampshire investment trust of the state of New Hampshire, and that it irrevocably appoints the secretary of state as its agent to accept service of process in any such action, suit, or proceeding;
(g) The address to which a copy of the process referred to in subparagraph II(f) of this section shall be mailed to it by the secretary of state. In the event of service under this section upon the secretary of state, the secretary of state shall forthwith notify the New Hampshire investment trust that has converted out of this state thereof by letter, certified mail, return receipt requested, directed to the New Hampshire investment trust at the address specified in this paragraph and any other address furnished to the secretary of state by the plaintiff in such action, suit, or proceeding. Such letter shall enclose a copy of the process and any other papers served upon the secretary of state. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the secretary of state that service is being made pursuant to this paragraph, and to pay to the secretary of state the sum of $50 for the use of this state, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The secretary of state shall maintain an alphabetical record of any such process setting forth the name of the plaintiff and defendant, the title, docket number, and nature of the proceeding in which process has been served upon the secretary of state, the return date thereof, and the day and hour when the service was made. The secretary of state shall not be required to retain such information for a period longer than 5 years from receipt of the service of process; and
(h) In the case of a certificate of transfer and continuance, that the New Hampshire investment trust will continue to exist as a New Hampshire investment trust of the state of New Hampshire after the certificate of transfer and continuance becomes effective.
III. Upon the filing with the secretary of state of the certificate of transfer or upon the future effective date or time of the certificate of transfer and payment to the secretary of state of all fees prescribed in this chapter, the secretary of state shall certify that the New Hampshire investment trust has filed all documents and paid all fees required by this chapter, and thereupon the New Hampshire investment trust shall cease to exist in the state of New Hampshire. Such certificate of the secretary of state shall be prima facie evidence of the transfer or domestication by such New Hampshire investment trust out of the state of New Hampshire.
IV. The transfer or domestication of a New Hampshire investment trust out of the state of New Hampshire in accordance with this section and the resulting cessation of its existence as a New Hampshire investment trust of the state of New Hampshire pursuant to a certificate of transfer shall not be deemed to affect any obligations or liabilities of the New Hampshire investment trust incurred prior to such transfer or domestication or the personal liability of any person incurred prior to such transfer or domestication, nor shall it be deemed to affect the choice of law applicable to the New Hampshire investment trust with respect to matters arising prior to such transfer or domestication. Unless otherwise agreed, the transfer or domestication of a New Hampshire investment trust out of the state of New Hampshire in accordance with this section shall not require such New Hampshire investment trust to wind up its affairs or pay its liabilities and distribute its assets.
V. If a New Hampshire investment trust files a certificate of transfer and continuance, after the time the certificate of transfer and continuance becomes effective, the New Hampshire investment trust shall continue to exist as a New Hampshire investment trust of the state of New Hampshire, and the laws of the state of New Hampshire, including the provisions of this chapter, shall apply to the New Hampshire investment trust, to the same extent as prior to such time. So long as a New Hampshire investment trust continues to exist as a New Hampshire investment trust of the state of New Hampshire following the filing of a certificate of transfer and continuance, the continuing New Hampshire investment trust and the other business entity formed, incorporated, created or that otherwise came into being as a consequence of the transfer of the New Hampshire investment trust to, or its domestication in, a foreign country or other foreign jurisdiction shall, for all purposes of the laws of the state of New Hampshire, constitute a single entity formed, incorporated, created or otherwise having come into being, as applicable, and existing under the laws of the state of New Hampshire and the laws of such foreign country or other foreign jurisdiction.
VI. In connection with a transfer or domestication of a New Hampshire investment trust to or in another jurisdiction pursuant to paragraph I of this section, rights or securities of, or interests in, such New Hampshire investment trust may be exchanged for or converted into cash, property, rights or securities of, or interests in, the other business entity in which the New Hampshire investment trust will exist in such other jurisdiction as a consequence of the transfer or domestication or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, any other business entity or may be cancelled.
VII. When a New Hampshire investment trust has transferred or domesticated out of the state of New Hampshire pursuant to this section, the transferred or domesticated other business entity shall, for all purposes of the laws of the state of New Hampshire, be deemed to be the same entity as the New Hampshire investment trust. When any transfer or domestication of a New Hampshire investment trust out of the state of New Hampshire shall have become effective under this section, for all purposes of the laws of the state of New Hampshire, all of the rights, privileges, and powers of the New Hampshire investment trust that has transferred or domesticated, and all property, real, personal, and mixed, and all debts due to such New Hampshire investment trust, as well as all other things and causes of action belonging to such New Hampshire investment trust, shall remain vested in the transferred or domesticated other business entity and shall be the property of such transferred or domesticated other business entity, and the title to any real property vested by deed or otherwise in such New Hampshire investment trust shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of such New Hampshire investment trust shall be preserved unimpaired, and all debts, liabilities, and duties of the New Hampshire investment trust that has transferred or domesticated shall remain attached to the transferred or domesticated other business entity, and may be enforced against it to the same extent as if said debts, liabilities, and duties had originally been incurred or contracted by it in its capacity as the transferred or domesticated other business entity. The rights, privileges, powers, and interests in property of the New Hampshire investment trust that has transferred or domesticated, as well as the debts, liabilities, and duties of such New Hampshire investment trust, shall not be deemed, as a consequence of the transfer or domestication out of the state of New Hampshire, to have been transferred to the transferred or domesticated other business entity for any purpose of the laws of the state of New Hampshire, provided that this sentence shall not limit any of the foregoing provisions of this paragraph.

Legislative History

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