New Hampshire Revised Statutes 383-D:12-1203 – Judicial Dissolution
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(a) The commissioner or any interested person may commence a judicial proceeding for purposes of seeking the dissolution of a family trust company. Each interested person shall be a party to that judicial proceeding. For purposes of this section, “interested person” means a person who is (i) a shareholder of a family trust company organized as a corporation, (ii) a member of a family trust company organized as a limited liability company, or (iii) a director or officer of the family trust company.
(b) The commissioner shall have the right to intervene in a judicial proceeding under this section. Unless the commissioner commences a judicial proceeding under this section or exercises his or her right to intervene, the commissioner shall not be a party to a judicial proceeding under this section.
(c) The probate division of the circuit court shall have exclusive jurisdiction over any judicial proceeding under this section.
(d) Venue for a judicial proceeding under this section is in the county of this state in which the family trust company’s trust office is located or, if it does not have a trust office in this state, its registered office.
(e) The court may dissolve the family trust company if it is established that:
(1) The family trust company has materially violated any applicable law, including the requirement to maintain its required capital under N.H. Rev. Stat. § 383-C:5-502 or the requirement to maintain an errors and omissions liability insurance policy under N.H. Rev. Stat. § 383-A:4-406;
(2) The family trust company is or has engaged in any activity that jeopardizes its safety or soundness;
(3) The directors are deadlocked in the management of the family trust company’s affairs, the family trust company’s equity owners are unable to break the deadlock, and irreparable injury to the family trust company or one or more of the family trust company’s clients is threatened or being suffered;
(4) The directors, its executive officers, or those in control of the family trust company have acted, are acting, or will act in a manner that is illegal or fraudulent;
(5) The family trust company’s equity owners are deadlocked in voting power and have failed, for a period that includes at least 2 consecutive annual meeting dates, to elect successors to directors whose terms have expired;
(6) The family trust company’s assets are being misapplied or wasted;
(7) An agreement of all of the family trust company’s equity owners requires the dissolution and the family trust company has not been dissolved in accordance with that agreement;
(8) The family trust company’s authority to conduct trust business has terminated under N.H. Rev. Stat. § 383-D:12-1202 and the family trust company has failed within a reasonable time to liquidate and distribute its assets and dissolve; or
(9) The family trust company has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.
(f) If, after a hearing, the court determines that one or more grounds for judicial dissolution described under subsection (e) exist, then it shall issue an order dissolving the family trust company, specifying the effective date of the dissolution, and specifying the effective date on which the family trust company’s authority to conduct trust business terminates. The clerk of the court shall deliver certified copies of the order to the commissioner and the secretary of state, and the clerk of the court shall mail notice of the order to the department of revenue administration. The secretary of state shall file the certified copy that he or she receives. After entering the order of dissolution, the court shall direct the winding up and liquidation of the family trust company’s affairs in accordance with the Corporation Act if the family trust company is organized as a corporation or the LLC Act if the family trust company is organized as a limited liability company.
(g) In a judicial proceeding under this section, the court may order any appropriate relief, including relief under N.H. Rev. Stat. § 547:3-b.
(h) If the commissioner is a party in a judicial proceeding under this section, then the court shall award the commissioner’s costs and expenses, including reasonable attorney’s fees, to be paid by the family trust company or to the extent that the family trust company’s assets are insufficient, one or more of the family trust company’s clients, apportioned among them as justice and equity requires.
(i) As justice and equity may require in a judicial proceeding under this section, the court may award costs and expenses, including reasonable attorney’s fees, to any party, to be paid by (i) the family trust company, (ii) to the extent that the family trust company’s assets are insufficient, one or more of the family trust company’s clients, or (iii) another party other than the commissioner.
(b) The commissioner shall have the right to intervene in a judicial proceeding under this section. Unless the commissioner commences a judicial proceeding under this section or exercises his or her right to intervene, the commissioner shall not be a party to a judicial proceeding under this section.
Terms Used In New Hampshire Revised Statutes 383-D:12-1203
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- justice: when applied to a magistrate, shall mean a justice of a municipal court, or a justice of the peace having jurisdiction over the subject-matter. See New Hampshire Revised Statutes 21:12
- person: may extend and be applied to bodies corporate and politic as well as to individuals. See New Hampshire Revised Statutes 21:9
- Probate: Proving a will
- state: when applied to different parts of the United States, may extend to and include the District of Columbia and the several territories, so called; and the words "United States" shall include said district and territories. See New Hampshire Revised Statutes 21:4
- Venue: The geographical location in which a case is tried.
(c) The probate division of the circuit court shall have exclusive jurisdiction over any judicial proceeding under this section.
(d) Venue for a judicial proceeding under this section is in the county of this state in which the family trust company’s trust office is located or, if it does not have a trust office in this state, its registered office.
(e) The court may dissolve the family trust company if it is established that:
(1) The family trust company has materially violated any applicable law, including the requirement to maintain its required capital under N.H. Rev. Stat. § 383-C:5-502 or the requirement to maintain an errors and omissions liability insurance policy under N.H. Rev. Stat. § 383-A:4-406;
(2) The family trust company is or has engaged in any activity that jeopardizes its safety or soundness;
(3) The directors are deadlocked in the management of the family trust company’s affairs, the family trust company’s equity owners are unable to break the deadlock, and irreparable injury to the family trust company or one or more of the family trust company’s clients is threatened or being suffered;
(4) The directors, its executive officers, or those in control of the family trust company have acted, are acting, or will act in a manner that is illegal or fraudulent;
(5) The family trust company’s equity owners are deadlocked in voting power and have failed, for a period that includes at least 2 consecutive annual meeting dates, to elect successors to directors whose terms have expired;
(6) The family trust company’s assets are being misapplied or wasted;
(7) An agreement of all of the family trust company’s equity owners requires the dissolution and the family trust company has not been dissolved in accordance with that agreement;
(8) The family trust company’s authority to conduct trust business has terminated under N.H. Rev. Stat. § 383-D:12-1202 and the family trust company has failed within a reasonable time to liquidate and distribute its assets and dissolve; or
(9) The family trust company has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.
(f) If, after a hearing, the court determines that one or more grounds for judicial dissolution described under subsection (e) exist, then it shall issue an order dissolving the family trust company, specifying the effective date of the dissolution, and specifying the effective date on which the family trust company’s authority to conduct trust business terminates. The clerk of the court shall deliver certified copies of the order to the commissioner and the secretary of state, and the clerk of the court shall mail notice of the order to the department of revenue administration. The secretary of state shall file the certified copy that he or she receives. After entering the order of dissolution, the court shall direct the winding up and liquidation of the family trust company’s affairs in accordance with the Corporation Act if the family trust company is organized as a corporation or the LLC Act if the family trust company is organized as a limited liability company.
(g) In a judicial proceeding under this section, the court may order any appropriate relief, including relief under N.H. Rev. Stat. § 547:3-b.
(h) If the commissioner is a party in a judicial proceeding under this section, then the court shall award the commissioner’s costs and expenses, including reasonable attorney’s fees, to be paid by the family trust company or to the extent that the family trust company’s assets are insufficient, one or more of the family trust company’s clients, apportioned among them as justice and equity requires.
(i) As justice and equity may require in a judicial proceeding under this section, the court may award costs and expenses, including reasonable attorney’s fees, to any party, to be paid by (i) the family trust company, (ii) to the extent that the family trust company’s assets are insufficient, one or more of the family trust company’s clients, or (iii) another party other than the commissioner.