Forming an LLC in New Hampshire

By Catherine Hodder, Esq. | Legally reviewed by Ally Marshall, Esq. | Last reviewed November 19, 2022

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Limited liability companies (LLCs) are a popular business structure among small businesses. Business owners want the personal liability protection and the "pass-through" taxation of a New Hampshire LLC. Follow our step-by-step guide to setting up a New Hampshire LLC.

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Table of Contents

Steps to Form an LLC in New Hampshire

1

Name Your LLC

You'll need to pick a name for your business that attracts potential customers to your products and services and meets state law requirements. Keep both considerations in mind as you begin brainstorming and making a list of possible names. Have a list of several potential names because a name you like may not be available.

Search your name. Because your New Hampshire LLC name must be distinguishable from all other names on file with the Secretary of State, you must conduct a name search to determine name availability. If a name on your list is unavailable, choose a different name. You risk rejection if you attempt to register an LLC name used by another business.

Also, your LLC name must include "limited liability company" or an abbreviation. Don't include any entity designator that would mislead the public about the type of entity you have. Also, don't use words or phrases that suggest that your business is a governmental agency. Don't use restricted words, such as "bank" or "attorney," unless you have the appropriate licenses or approvals.

Reserve your name. If you are not ready to file your Certificate of Formation but want to protect your name, file Form-1 Application for Reservation of Name with the State of New Hampshire. The name reservation fee is $15, and the reservation holds the name for 120 days.

Protect your name. Your name is your brand. As such, you will want to protect it. You can do that in two ways by registering the domain name and trademarking the name. Search the domain name online and purchase it through various vendors. You can apply for trademark registration of your business name at the USPTO website.

2

Get a Registered Agent

New Hampshire requires a registered agent for your LLC. A registered agent is the point of contact between the state and your LLC. A New Hampshire registered agent must:

  • Handle service of process for your company
  • Reside in New Hampshire (with a physical street address) or be a corporation having a New Hampshire address
  • Be available during regular business hours (Monday – Friday, 9 a.m. to 5 p.m)

Due to these requirements, some business owners opt to use a professional registered agent service company.

3

File Your Certificate of Formation

The certificate of formation, commonly referred to as "articles of organization" in other states, is the document that creates your LLC. File the certificate of formation with the New Hampshire Secretary of State online, by mail, or in person.

Be prepared to provide the following information when you file your certificate of formation:

  • LLC name
  • LLC address
  • Registered agent name and address
  • Nature of the business
  • If management is vested with a manager
  • Names of managers and/or members

The filing fee for a New Hampshire Certificate of Formation is $100 (with an additional $2 processing charge for online filings).

4

Draft an Operating Agreement

LLC operating agreements are important internal documents for LLCs. Although they're not filed with or required by the state, they can be helpful during disputes in your organization.

Generally, operating agreements address the following:

  • The management structure of your business
  • Ownership percentages
  • Members' rights and responsibilities
  • How to allocate profits and liabilities
  • Voting procedures
  • Dissolution procedures

An important consideration is if your LLC is member-managed, meaning the members run the company and make decisions or if it is manager-managed, meaning the LLC appoints managers (who may or may not be members) to run the company. Without these provisions in your operating agreement, state law rules will apply if a conflict arises.

5

Get an EIN

Most new businesses need an EIN (Employer Identification Number), especially if you have employees. This number is for identification purposes. It's like a Social Security Number but for your business. Getting an EIN is easy and free. You can apply online on the IRS (Internal Revenue Service) website.

6

Set Up Business and Tax Accounts

After the Secretary of State accepts your LLC formation documents, investigate the federal, state, and local tax and license obligations. You must register for new business accounts necessary for your operations.

Business and Tax Requirements in New Hampshire

Generally, if your LLC is a pass-through tax entity, the profits and losses of the LLC are reported on the LLC member's personal state and federal tax returns. If so, there is no state income tax on the LLC itself. However, if the LLC elects C corp status with the IRS, the LLC pays a state tax.

However, New Hampshire operates differently. The state taxes LLCs on interest and dividends (I&D) and gross business income, the business profits tax (BPT). Contact the New Hampshire Department of Revenue Administration to determine your LLC's tax liability.

 

State Business Tax

New Hampshire does not have a state business tax but two other taxes for LLCs: interest and dividends tax and business profits tax.

Interest and Dividends Tax (I&D)

New Hampshire has a 5% interest and dividends tax. If the LLC's gross dividends and interest income exceed $2,400, it must file and pay the I&D tax. However, this tax is being reduced and phased out according to the following schedule:

  • 4% for taxable periods ending on or after December 31, 2023
  • 3% for taxable periods ending on or after December 31, 2024
  • 2% for taxable periods ending on or after December 31, 2025
  • 1% for taxable periods ending on or after December 31, 2026
  • For taxable periods after December 31, 2026, the tax is repealed

Business Profits Tax (BPT)

You must file a business profits tax if your LLC's gross business income exceeds $50,000. If your taxable period is on or after December 31, 2022, you do not have to file if your gross business income is $92,000 or higher. The BPT tax rate is 7.6% for the taxable period on or after December 31, 2022. The BPT tax rate is 7.5% for the taxable period on or after December 31, 2023.

State Employer Tax

If your LLC has employees, you set up an employer tax account with the New Hampshire Employment Security (NHES) and an employer user account with the unemployment insurance system (NHUIS). As an employer, you may also have to provide worker's compensation, withhold employee taxes, and post workplace compliance posters.

Sales and Use Taxes

There is no sales tax in New Hampshire. Instead, New Hampshire charges a business profits tax and interest and dividend tax.

Business Licenses and Permits

You'll need to contact local and state licensing agencies to find out what licenses or permits you might need for your type of business. Some licenses or permits are industry-specific, so it's vital to get information about your specific type of business requirements. Check out the license and permit section on the New Hampshire Business Information webpage.

Registration in Other States

If you want to do business in another state, you must register your LLC as a foreign LLC. Contact the state's secretary of state office for application requirements. You may need proof of your LLC's good standing, which you can request from the New Hampshire Secretary of State. You must also follow that state's rules for setting business tax accounts and business licenses. And if you plan to hire employees in that state, you must comply with state tax laws and withholding.

Annual Requirements in New Hampshire

To keep your LLC compliant with state law, you must file an annual report and pay an annual report fee of $100. You can file the annual report online with the New Hampshire Department of State. The annual reports are due by April 1st of each year.

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FAQs About New Hampshire LLC Formation

    • The initial fee for setting up a New Hampshire LLC is $100. Each year after that, there is a $100 annual report filing fee.

    • The filing fee is $100 to set up a New Hampshire LLC. If you want to reserve a business name, there is an additional $15 fee.

    • To keep your LLC compliant with state law, file an annual report online with the New Hampshire Department of State. The annual report filing fee is $100.

    • To keep your LLC compliant with state law, file an annual report online with the New Hampshire Department of State. The annual report filing fee is $100.

      What type of LLC can you create in New Hampshire?

      Single-member LLC. You can have an LLC with only one member, which is a single-member LLC. Single-member LLCs have similar formation and filling requirements as multi-member LLCs.

      Multi-member LLC. You can create a multi-member LLC if your LLC has more than one member. Multi-member LLCs name a person or a group of people as "manager-members" to operate the LLC.

      Professional LLC. If you hold a professional service license, such as a doctor, lawyer, or accountant, you must form a professional LLC or PLLC. When you create your PLLC, you must show proof of your license issued by your state licensing board.

    • A certificate of formation is proof of your LLC's existence. You use it to open tax accounts or get a credit card merchant account. You may be able to show a copy of your recorded certificate of formation or order a certificate of good standing.

    • A certificate of good standing verifies that your business entity is compliant with New Hampshire law and is up to date with tax and filing obligations. Often a bank will request one when opening a business bank account or extending a loan. You can order your certificate of good standing online, by mail, or in person. The state fee for a certificate of good standing is $5 (or $7 if ordered online).

    • To set up a New Hampshire limited liability company, you need the following:

      • A business name for the LLC
      • A registered agent
      • Office address for the registered agent (physical address)
      • The filing fee of $100

      • Protects personal assets from claims and debts of LLC
      • Provides a tax structure similar to a sole-proprietorship or partnership
      • Fewer reporting and recordkeeping requirements than other business entities, such as corporations

    • If the state approves your LLC, you want to comply with all reporting requirements to keep it in good standing. File the New Hampshire annual report by April 1st of each year after your year of LLC formation. The annual report fee is $100. You can file online with the New Hampshire Department of State.

    • No. A certificate of formation is a document filed with the Secretary of State to start an LLC. An operating agreement is a legal document creating rules for governing your LLC. It is similar to the bylaws of the corporation.

      The operating agreement sets forth who owns the LLC, who runs the LLC, voting rights, distribution of profit and losses, and how to transfer business interests due to a member's death or sale of the LLC. The certificate of formation is a document of public record. The operating agreement is an internal business document.

    • Yes. If you have a trade name or brand different from your registered legal name, you can file a trade name for your LLC with the New Hampshire Secretary of State. A trade name is also known as a "DBA" or "doing business as." First, check that the trade name is available in the name search on the state's website. Then, register the tradename online with the state.

    • Depending on your type of business, you may need specific licenses and certifications. New Hampshire provides information on licenses and permits on the New Hampshire Business Information webpage.

    • For business filings, the mailing address for the New Hampshire Secretary of State is:

      Corporation Division, NH Dept. of State
      107 Main Street
      Room 204
      Concord, NH 03301

    • Registered agent service companies can file your certificate of formation to create your LLC. They also maintain your LLC, so you don't lose your personal liability protection.

      New Hampshire uses your registered agent for the service of process and contact for other legal documents. There are a few advantages to using a registered agent service company:

      • Privacy. Since your agent receives service of process, any business disputes go directly to them. Lawsuits and claims don't go to your place of business and your customers. The registered agent's office address is also on the public record, not your business address.
      • Compliance. If you miss an annual report filing or tax payment, you jeopardize your LLC's good standing with New Hampshire. Plus, late fees are costly. Registered agent service companies remind you of critical deadlines to keep your LLC compliant.
      • Administrative Services. Registered agent service companies assist you when you need help with paperwork and documents. They order documents for you, such as a copy of your certificate of formation or certificate of good standing.
      • Availability. A registered agent's office must be open to accept service of process Monday through Friday during regular business hours. Your business may not operate during those business days and hours.

    • A domestic LLC is an LLC formed in the state of New Hampshire through the Secretary of State's office. Once you receive confirmation of your LLC registration from New Hampshire, you have a domestic LLC.

    • If you want your New Hampshire LLC to operate in another state, register as a foreign LLC. Here are the general steps:

      • Contact the Secretary of State's office in that state to apply
      • Verify that you can use your business name in the state's name search database
      • Complete a foreign LLC registration application
      • Pay the application fee

    • If you have formed an LLC in another state and want to do business in New Hampshire, you register your LLC as a foreign LLC. Check the name availability to see if you can use your LLC business name and file Form FLLC-1 Application for Foreign Limited Liability Company Registration by mail or online. The application fee is $100.

    • If you choose to close your New Hampshire LLC, you must wind up your business operations and file a certificate of dissolution (called a "certificate of cancellation" in New Hampshire). There are a few steps to dissolving a New Hampshire LLC:

      • Follow any dissolution procedures outlined in your LLC operating agreement
      • Close business accounts and settle taxes
      • File Form FLLC-3, Certificate of Cancellation
      • Pay a $30 fee for a Certificate of Cancellation

    • No. New Hampshire does not allow an anonymous LLC. An anonymous LLC does not reveal the LLC members' names on the certificate of formation. Only Delaware, Nevada, New Mexico, and Wyoming offer anonymous LLCs. However, some entrepreneurs use a professional registered agent for their registered office address, keeping their addresses private.

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