New Hampshire Revised Statutes 564-F:19-1901 – Merger
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(a) Subject to subsections (f) and (g), one or more foundations may merge with one or more foundations by filing with the secretary of state a certificate of merger.
(b) Subject to subsections (f) and (g), one or more foundations and one or more foreign foundations may merge into a foundation that will be formed under this chapter by filing with the secretary of state a certificate of merger.
(c) The certificate of merger shall set forth:
(1) The name of each foundation that is a party to the merger;
(2) The address of the principal office of each foundation that is a party to the merger;
(3) If a foreign foundation is a party to the merger, the jurisdiction in which the foreign foundation is formed;
(4) The name of the surviving foundation; and
(5) If the merger will not begin upon the filing of the certificate of merger with the secretary of state, the date and time on which the merger shall be effective.
(d) In the case of a merger under subsection (b), the certificate of merger shall include a certificate of formation for the surviving foundation.
(e) The certificate of merger may include any other matter that the parties to the merger deem necessary or advisable.
(f) The following persons must approve a merger:
(1) In the case of a foundation that is a party to a merger, the foundation’s directors, unless the governing documents provide otherwise.
(2) In the case of a foreign foundation that is a party to a merger, each person who, under the laws under which the foreign foundation is organized, must approve the plan of merger.
(g) A foundation shall not merge with or into another foundation if:
(1) The foundation’s governing documents prohibit the merger; or
(2) The merger would violate any of the foundation’s material purposes.
(b) Subject to subsections (f) and (g), one or more foundations and one or more foreign foundations may merge into a foundation that will be formed under this chapter by filing with the secretary of state a certificate of merger.
Terms Used In New Hampshire Revised Statutes 564-F:19-1901
- following: when used by way of reference to any section of these laws, shall mean the section next preceding or following that in which such reference is made, unless some other is expressly designated. See New Hampshire Revised Statutes 21:13
- 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.
- person: may extend and be applied to bodies corporate and politic as well as to individuals. See New Hampshire Revised Statutes 21:9
- 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
(c) The certificate of merger shall set forth:
(1) The name of each foundation that is a party to the merger;
(2) The address of the principal office of each foundation that is a party to the merger;
(3) If a foreign foundation is a party to the merger, the jurisdiction in which the foreign foundation is formed;
(4) The name of the surviving foundation; and
(5) If the merger will not begin upon the filing of the certificate of merger with the secretary of state, the date and time on which the merger shall be effective.
(d) In the case of a merger under subsection (b), the certificate of merger shall include a certificate of formation for the surviving foundation.
(e) The certificate of merger may include any other matter that the parties to the merger deem necessary or advisable.
(f) The following persons must approve a merger:
(1) In the case of a foundation that is a party to a merger, the foundation’s directors, unless the governing documents provide otherwise.
(2) In the case of a foreign foundation that is a party to a merger, each person who, under the laws under which the foreign foundation is organized, must approve the plan of merger.
(g) A foundation shall not merge with or into another foundation if:
(1) The foundation’s governing documents prohibit the merger; or
(2) The merger would violate any of the foundation’s material purposes.