New Hampshire LLC Filing
A New Hampshire LLC (limited liability company) is a business structure characterized by a flexible management structure, pass-through taxation, and strong personal liability protection. To officially start your New Hampshire LLC, you must file a Certificate of Formation with the New Hampshire Corporations Division and pay the $100 filing fee. Before filing, you must choose a unique business name and appoint a registered agent. Starting an LLC in New Hampshire can take between two days and three weeks, depending on how you file. Here’s Northwest’s step-by-step guide to completing the New Hampshire LLC filing.
Ready to Start an LLC in New Hampshire?Get Started
Name Your LLC
Designate a Registered Agent
Submit LLC Certificate of Formation
Write an LLC Operating Agreement
Get an EIN
Open a Bank Account
Fund the LLC
File reports + taxes
1. Name Your LLC
First of all, your business needs a name. Not just any name will do. According to NH Revised Stat. § 304-C:32, every New Hampshire LLC name must:
- Include “limited liability company,” or an abbreviation thereof, such as “LLC.”
- Be one-of-a-kind among registered business names in New Hampshire.
- Not contain language suggesting that your business is something it’s not, such as a government agency or a charity.
- Not use the name of a political party unless you have written consent from a representative of that party.
Already have a business name? Check to see if it’s available.
Can I reserve a business name in New Hampshire?
Yes. If you have the perfect business name, and you want to make sure it’s still available when you file your LLC, you can reserve your business name for 120 days by submitting an Application for Reservation of Name to the New Hampshire Corporations Division and paying the $15 fee.
What’s the difference between my LLC’s name and a trade name?
The company name listed on your Certificate of Formation will be your LLC’s legal name. A trade name (sometimes called a DBA) is any other name your business operates under. Using a trade name can allow you to re-brand your business without starting a whole new LLC.
For example, if you start a coffee shop called Belle’s Espresso, LLC but then start to specialize in selling gourmet chocolates, you might decide to call your business Belle’s Chocolate Castle instead. Your LLC’s legal name would still be Belle’s Espresso, LLC, and Belle’s Chocolate Castle would be a trade name.
To use a trade name in New Hampshire, you must file an Application for Registration of Trade Name with the Corporations Division. The filing fee is $50.
Considering using an assumed business name? Learn How to Get a DBA.
2. Designate a Registered Agent
Next, you need to appoint a registered agent. A New Hampshire registered agent is appointed by a business to accept service of process (legal summons, subpoenas, or complaints) on the business’s behalf. You’re required by New Hampshire law to maintain a registered agent for your LLC. You could hire a registered agent service, appoint someone you know, or serve as your own registered agent. You will need to include your registered agent’s name and address on the Certificate of Formation.
Learn why the pros use a registered agent service.
What does a registered agent do?
The requirements for a registered agent in New Hampshire are outlined in NH Rev Stat § 304-C:35. While a registered agent can provide a range of services to LLCs, at the least, your registered agent must:
- Have a physical address (not a P.O. box or virtual office) in the state of New Hampshire, which will be listed on the public record.
- Maintain regular business hours at this address.
- Accept service of process on behalf of your business and forward it to you right away.
Can you be your own registered agent in New Hampshire?
Yes, as long as you are comfortable putting your name and address on the public record, you can be your own registered agent. You’ll need to keep regular business hours to accept any legal mail in person.
Since many business owners don’t want to worry about missing an important legal notice when they’re out of the office, they often hire a registered agent service instead. Hiring a registered agent service can also help you protect your privacy, since some registered agents will put their business address on the public record in place of your own.
Can I change my registered agent after I start an LLC?
Yes. You can change your registered agent in New Hampshire at any time by submitting a Statement of Change of Registered Agent to the Corporations Division, which costs $15.
3. Submit LLC Certificate of Formation
To make your New Hampshire LLC official, you need to fill out and submit a form called the Certificate of Formation to the Corporations Division and pay a $100 fee. You can file your Certificate of Formation online, by mail, or in person.
Note: All of the information on this form will become part of the public record.
You will need to provide the following information on the Certificate of Formation:
- Company name. Must include the phrase “limited liability company” or an abbreviation thereof, such as “LLC.”
- Principal office (optional). If you leave this blank, the registered office will be used as the principal office address. If included, this must be a physical street address.
- Mailing address (optional). You can use a P.O. box here if you want or leave blank.
- Business phone (optional). This will go on the public record, so you may prefer to leave it blank for privacy protection.
- Business email (optional). You can choose to have the Corporations Division email you Annual Reports reminders instead of mailing them. Again, if you include this, it will go on the public record.
- Business nature/purpose. You must be specific here about the type of business you’re starting. For example, “landscaping company,” or “tutoring program.”
- Registered agent. Someone designated to accept legal mail on behalf of your business.
- Registered office. This must be a physical street address in New Hampshire, not a P.O. box.
- Management structure. Here, fill in the blank to specify whether your LLC “is” or “is not” managed by managers.
- Manager/Member Info (optional). If you want, you can include your members’ or managers’ names and addresses here.
- Signature. Your Certificate of Formation can signed by a manager (if your LLC is manager-managed) or a member (if your LLC is member-managed). New Hampshire law also allows anyone authorized by the LLC, including a registered agent, to sign the Certificate of Formation instead of a member or manager.
How can I keep my personal information off the public record?
The contact information businesses include on the New Hampshire Certificate of Formation is publicly available online, and marketers love to take advantage of this and inundate business owners with junk mail.
The most effective way to keep your information private is to hire a registered agent who will put their business address on public documents instead of yours wherever possible.
What’s the difference between a member-managed and manager-managed LLC?
In a member-managed LLC, all of the members (owners) of the LLC are involved in running the business day-to-day. In a manager-managed LLC, the members hire managers to run the business. The people who manage your business will be able to hire and fire employees, enter into contracts, and open business bank accounts, among other things.
For help with deciding which management structure will work for you, see our page on LLC Member Vs Manager.
How do I file the New Hampshire Certificate of Formation?
You can file your Certificate of Formation online, by mail, or in person.
NH Dept. of State
107 N Main St, Rm 204
Concord, NH 03301-4989
State House Annex
3rd Floor, Rm 317
25 Capitol St, Concord, NH 03301
4. Write an LLC Operating Agreement
An operating agreement is a legal document mapping out your LLC’s rules and procedures. It should cover all the important “big picture” issues that your LLC is likely to face—allocating profits and losses, voting on amendments, settling disputes, and more. Your operating agreement is an internal document, so you won’t file it with the New Hampshire Corporations Division. But if you don’t have one, your business will be governed by New Hampshire’s default laws for LLCs.
Check out our attorney-drafted New Hampshire LLC Operating Agreement.
Does New Hampshire require an LLC to have an operating agreement?
No, there is no New Hampshire law requiring a written operating agreement. Per NH Revised Stat. § 304-C:40, an operating agreement “may be written, oral, or implied.”
Even so, it is essential that you draft a written operating agreement for your LLC. Most banks require a written operating agreement to open a business bank account. And crucially, if your LLC is ever sued, having an operating agreement helps you show that your LLC follows clear rules and protocols, which could help you reinforce your limited liability protection.
What should be included in an operating agreement?
Your operating agreement can technically include any rules for your LLC as long as they’re in line with your Certificate of Formation and the law. Here are a few topics LLC operating agreements almost always cover:
- initial investments
- profits, losses, and distributions
- voting rights, decision-making powers, and management
- membership interest
- dissolving the business
Does a single-member LLC need an operating agreement?
Yes. Even though a single-member LLC won’t have to handle disputes, they will still most likely need an operating agreement to open a company bank account. And if you ever have to go to court, a written operating agreement helps you demonstrate that your LLC is a separate legal entity with its own rules, which could be necessary for maintaining your limited liability.
5. Get an EIN
An Employer Identification Number (EIN) is basically a social security number for a business. It’s the tax identification number assigned to businesses by the IRS. It is free to apply for an EIN directly from the IRS. Typically, you can get an EIN in just a few minutes by applying online. But if you don’t have a social security number, you will have to apply by mail, which can take several weeks.
Do I need an EIN for my New Hampshire LLC?
Yes. If your LLC will have employees or plans to apply for S-Corp or C-Corp tax status, it is legally required to have an EIN. But even if it’s not a legal requirement for your LLC, almost all banks require an EIN to open a business bank account. And if you don’t have an EIN, you may need to give your social security number to vendors and other business associates, which is risky.
What To Do After Forming Your New Hampshire LLC
6. Open a Bank Account
Once your LLC filing and EIN application have been approved, it’s time to open a business bank account. This is an important step because your LLC’s limited liability status depends on keeping your business finances separate. Why? Your LLC is considered a separate legal entity, with its own assets, interests, and liability. If your LLC’s funds are sitting in an owner’s personal bank account, you risk jeopardizing your limited liability status.
Remember to bring the following items with you when you open your business bank account:
- New Hampshire Certificate of Formation (a copy is fine)
- the LLC’s operating agreement
- the LLC’s EIN
- an LLC Resolution to Open a Bank Account (if your LLC has more than one member).
If your LLC has more than one member, use our free LLC Resolution to Open a Bank Account.
7. Fund the LLC
Your business can’t thrive on plucky entrepreneurial spirit alone—it also needs cash. Each of your members should make an initial investment in the LLC to pay for their membership interest. Members can do this by writing a check to the LLC bank account or by investing property or services to the LLC. Just keep in mind that if members invest property or services, there’s likely to be a tax event.
What is LLC membership interest?
Membership interest is a member’s ownership stake in the LLC. In most cases, your membership interest is directly proportional to the amount you invested. For example, if one member invests $50,000 into an LLC, and five other members each invest $10,000, the first member would have 50% membership interest, and the other five members would each have 10% membership interest.
Membership interest usually correlates to voting power. So in our example LLC, the member with 50% membership interest would essentially have five votes, while the other five members would only have one vote each. Of course, you can define voting rights differently in your operating agreement, should you choose.
8. File State Reports & Taxes
New Hampshire LLCs are required to file an annual report and pay a $102 filing fee each year. The annual report simply informs the New Hampshire Corporations Division if your business has moved or changed hands. You must file this report even if none of your business information has changed. If you’re late—even by a day—you’ll be charged a $50 late fee.
Scared you’ll forget? Let us file your NH Annual Report for you.
When is the New Hampshire Annual Report due?
The New Hampshire Annual Report is due by April 1st every year. April Fools! No, just kidding, it really is.
How are New Hampshire LLCs taxed?
New Hampshire LLCs that make more than $50K per year in gross receipts need to pay a Business Profits Tax, which varies by year but is around 8%. LLCs that make more than $222K in gross receipts or $111K in “enterprise value” also need to pay a Business Enterprise Tax, which also varies by year but is between 0.5% and 0.7%. What’s enterprise value, you ask? It’s compensation (such as wages, interest or dividends) paid or accrued. Both of these taxes are paid directly by the business, not by the individual members.
By default, New Hampshire LLCs are classified as pass-through entities, meaning the profits “pass through” the business to the LLC members. A New Hampshire LLC’s profits are subject to the federal self-employment tax rate (15.3%). However, New Hampshire LLCs can also file with the IRS to be taxed as an S-Corp or C-Corp.
Learn more about S-Corp Vs LLC tax designation.