How to Form an LLC in New Hampshire
To form an LLC in New Hampshire, here's everything you need to know.
1. Choose a Name for Your LLC
Under New Hampshire law, an LLC name must contain the words: "Limited Liability Company" or the abbreviation "L.L.C.," or a similar abbreviation.
Your LLC’s name must be distinguishable from the names of other business entities already on file with the New Hampshire Secretary of State Corporation Division. Names may be checked for availability at the New Hampshire Secretary of State business name database.
You may reserve a name for 120 days by filing an Application for Reservation of Name with the New Hampshire Secretary of State. The application must be filed by mail. The filing fee is $15.
2. File a Certificate of Formation
A New Hampshire LLC is created by filing a Certificate of Formation of a New Hampshire Limited Liability Company with the New Hampshire Secretary of State. The Certificate must include: the LLC's name and address; the name and address of the LLC’s registered agent; the nature of the LLC's business; the LLC's dissolution date, if any; and whether the LLC will be run by mangers. An addendum called Form SRA must be filed with the Certificate--it contains a statement that you've complied with New Hampshire securities laws. The certificate must be filed by postal mail. The filing fee is $100.
3. Appoint a Registered Agent
Every New Hampshire LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent may be a New Hampshire resident or a corporation, LLC, or limited liability partnership authorized to do business in New Hampshire. The registered agent must have a physical street address in New Hampshire. A list of registered agents is available at the New Hampshire Secretary of State website.
All of the paperwork and procedural steps to start a limited liability company in New Hampshire can be done online using Nolo's New Hampshire Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in New Hampshire, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Certificate of Formation.
5. Publication Requirements
6. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.
Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses. A guide to New Hampshire business license requirements can be found on the New Hampshire Economic and Labor Market Information Bureau website.
Department of Revenue Administration: In some cases, for example if you have employees, you’ll be liable for certain state taxes. New Hampshire also is relatively unusual in imposing several taxes directly on LLCs with incomes or other values above certain levels. Check the New Hampshire Department of Revenue Administration (DORA) for more details. For more information on state LLC tax registration, check Nolo's article LLC Annual Report and Tax Filing Requirements: A 50-State Guide.
7. File Annual Reports
All New Hampshire LLCs and foreign LLCs authorized to do business in the state must file an annual report. The report must be received by the Secretary of State prior to April 1. The filing fee is $100. The report may be filed by mail or online through the New Hampshire Annual Report Online Filing web page; a blank report form may be downloaded from this web page as well.
8. Foreign LLCs Doing Business in New Hampshire
To do business in New Hampshire, all LLCs organized outside of the state must register with the New Hampshire Secretary of State. Foreign LLCs must appoint a registered agent for service of process physically located in New Hampshire. To register, file an Application for Registration as a Foreign Limited Liability Company. The application must be filed by mail. The filing fee is $100.
The completed application must be accompanied by a certificate of legal existence or good standing from the foreign LLC’s home state, dated no more than 60 days prior to the filing of the certificate.
Before filing, make sure the LLC’s name is available in New Hampshire by checking the New Hampshire business name database. If the name is not available, the foreign LLC must adopt a trade name for use in New Hampshire. File a Trade Name Registration application with a $50 fee.