New Hampshire LLC Basics & Helpful Information
General Overview of the New Hampshire LLCThis article is meant to be a general overview of the New Hampshire LLC formation process and other basic issues related to LLCs.
New Hampshire Filing Fees
The New Hampshire Secretary of State requires that an LLC file a Certificate of Formation. The filing fee for the Certificate of Formation is a flat $100.
New Hampshire Filing Time
The New Hampshire Secretary of State will process the Certificate of Formation in several working days after filing, depending on how busy the Secretary of State is at any given time.
New Hampshire Annual Compliance Requirements
New Hampshire LLCs must file an annual report prior to April 1st each year. The filing fee for each annual report is $100. Failing to comply results in a $50 late fee. You can file the annual report online.
New Hampshire is unusual in that it imposes state taxes on LLCs with profits or values over certain levels. New Hampshire has a business profits tax for LLCs with income before expenses of over $50,000. There is also a business enterprise tax for LLCs grossing more than $200,000.Read more at the New Hampshire Department of Revenue Administration website →
Form an LLC in New Hampshire
You can use this checklist to help guide you through the process of forming a New Hampshire LLC:
Step 1: Decide on a Business Name
If you are going to create an LLC in New Hampshire, you will need to make sure the name is available. You can check the availability of a name by submitting the name in writing to the New Hampshire Secretary of State’s Office via e-mail, fax or mail. You will receive a written confirmation as to whether the name is currently available. You can also perform an informal online business name search via the New Hampshire SOS website.
It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the New Hampshire SOS will not check other state’s databases or the federal trademark database). You can purchase comprehensive name availability search to get a professional determination if the desired name is available.
The name of a New Hampshire limited liability company must contain the words Limited Liability Company, L.L.C., L. L. C. or LLC.
Consider a Name Reservation
You can reserve a name by filing a name reservation form along with the required fee of $15. If the name is determined to be available, it will be exclusively reserved for 120 days. Reserving a name prevents someone else from taking your name while you get formation documents and other paperwork prepared for filing.
Step 2: Register your LLC with the State
New Hampshire Certificate of Formation
The Certificate of Formation (when filed with the New Hampshire Secretary of State) is what creates the LLC. You can find a form Certificate of Formation on the New Hampshire Secretary of State’s website that can be filed in person or via the mail.
The New Hampshire Certificate of Formation must include (at a minimum):
- Name of LLC
- Description of the nature of the primary business or purposes
- Name and Address of Registered Agent
- Whether the management of the LLC will be vested in the members or managers
- A Member or Manager’s Signature
New Hampshire Registered Agent Information
New Hampshire LLCs must have a registered agent in the state of New Hampshire to receive official documentation and governmental communications. The registered agent can be a member of the LLC, or a trusted third party who resides in New Hampshire. The name and physical address of the registered agent must be included in the LLC’s Certificate of Formation.
The registered agent is the person who would receive service of process should the limited liability company be sued. The registered office is the registered agent’s business address where the registered agent can be found for in-hand service of process. As such, a street/physical address must be provided. The Certificate of Formation will not be processed without an agent named or if an out of state address is listed.What is a Registered Agent? → See list of New Hampshire registered agents →
Step 3: Create and Sign the LLC’s Governing Document
The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:
- Limitations on the members liabilities
- The level of consent needed to take various actions (i.e. simple majority required to add new members)
- The percentage of the LLC that each member owns
- How profits and losses are allocated between the members (typically based on ownership percentages)
- Limitations on transferability
- What each member is contributing to the LLC and what happens is such contributions are not made.
- The authority of the members, officers, managers, committees, etc.
- How meetings are conducted
One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their New Hampshire LLC formation services.
Step 4: Get an EIN
After you form a New Hampshire LLC, you can get the EIN. There are a few different ways to get an EIN:
- Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
- Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
- Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.
Step 5: Get Licenses and Permits
After you create your new New Hampshire LLC, you’ll need to determine if your business/profession requires any license or permits to conduct business.Read more about New Hampshire business licenses →
Registering a Foreign LLC in New Hampshire
If you have a non-New Hampshire LLC (aka Foreign LLC) and you are doing business in New Hampshire, you may need to register the Foreign LLC in New Hampshire. Each state has a different definition of “doing business”. In New Hampshire, the kinds of activities that would not constitute “doing business” are outlined in the New Hampshire Statutes Annotated, Section 304-C:174.
The filing fee for the Application for Registration of Foreign LLC in New Hampshire is $100.