RTA · Business Corporations Act
Part 14 — Fundamental Changes
173 Amendment of articles
corporation may by special resolution be amended to
(a) change its name, s ubject to section 12,
(b) add, change or remove any restriction on the business or
businesses that the corporation may carry on,
(b.1) waive, or modify or re voke a waiver, in an interest,
expectancy or offer under section 16.1,
(c) change any maximum number of shares that the corporation
is authorized to issue,
(d) create new classes of shares,
(e) change the designation of all or any of its shares, and ad d,
change or remove any rights, privileges, restrictions and
conditions, including rights to accrued dividends, in respect
of all or any of its shares, whether issued or unissued,
RSA 2000
(f) change the shares of any cla ss or series, whether issued or
unissued, into a different number of shares of the same class
or series or into the same or a different number of shares of
other classes or series,
(g) divide a class of shares, whether issued or unissued, into
series and fix the number of shares in each series and the
rights, privileges, restrictions and conditions of that series,
(h) cancel a class or series of shares where there are no issu ed
or outstanding shares of that class or series,
(i) authorize the directors to d ivide any class of unissued shares
into series and fix the number of shares in each series and
the rights, privileges, restrictions and conditions of that
series,
(j) authorize the directors to change the rights, privileges,
restrictions and conditions attached to unissued shares of
any series,
(k) revoke, diminish or enlarge any authority conferred under
clauses (i) and (j),
(l) increase or decrease the number of directors or the
minimum or maximum number of directors, subject to
sections 107 and 112,
(m) subject to section 48(8), add , change or remove restrictions
on the transfer of shares,
(m.1) add or remove an express statement establishing the
unlimited liability of shareholders as set out in section 15.2,
or
(n) add, change or remove any o ther provision that is permitted
by this Act to be set out in the articles.
(2) The directors of a corporation may, if authorized by the
shareholders in the special resolution effecting an amendment
under this section, revoke the resolution before it is acted on
without further approval of the shareholders.
(3) Notwithstanding subsection (1), but subject to section 12,
where a corporation has a designating number as a name, the
directors may amend its articles to change that name to a verbal
name.
RSA 2000 cB-9 s173;2005 c8 s42;2021 c18 s43
RSA 2000