Q: I’m currently seeking to relocate my LLC to New Hampshire. I was wondering if Northwest assists in these matters?
Thank you to a customer from Massachusetts for that great question! Northwest can absolutely help you move your limited liability company to New Hampshire, and there’s a few ways to do it—either by registering as a foreign LLC or through the process of domestication. Read on for everything you’ll need to know about bringing your LLC to the Granite State.
What is “domicile,” and why is it important?
A major consideration in moving your LLC to New Hampshire is whether the company needs to register the state as its domicile. “Domicile” is lawyer-speak for “the main place where your company’s principal business is directed from.”
Your LLC’s state of domicile determines the primary laws that will govern the business and the way it will be taxed. State governments tend to take it easier with taxes and legal restrictions on companies based in their states, compared to the tougher standards businesses from outside the state often face, so choosing a state as your LLC’s domicile is an important decision.
You can maintain your old domicile by registering your LLC as a foreign company, or you can change its domicile to New Hampshire through domestication.
(You also have the option of dissolving your LLC in your previous state and re-creating it as a new LLC in New Hampshire, if you so choose. However, you’ll need to write a brand-new operating agreement and get a new EIN.)
What is New Hampshire foreign qualification?
If you plan to continue operating your company in your original state, it can remain headquartered there while you register it as a New Hampshire foreign LLC. “Foreign,” in this case, means out-of-state companies as well as those from outside the United States—in contrast to companies formed in-state, which are called “domestic.” Registering a company from one state in a different one is known as foreign qualification.
As a foreign LLC in New Hampshire, your company will need to maintain an address in the previous state, and you’ll continue to pay state taxes there, but you will be able to do business in both states afterwards.
How do I domesticate my LLC in New Hampshire?
On the other hand, if you intend to do all your business in New Hampshire (or at least a majority of it), or if there is no financial incentive to stay headquartered in your original state, then changing your LLC’s domicile may be a good idea. Here’s how domestication works in New Hampshire:
Find out if your state allows LLC domestication
New Hampshire only permits domestication between states if your LLC’s home state also allows domestication. Domestication (also called “conversion” in 14 states) is legal between 36 states, plus Washington D.C, so make sure you’re coming from one of those jurisdictions before you begin New Hampshire domestication.
Get a New Hampshire Registered Agent
Every LLC in New Hampshire must have a New Hampshire registered agent, per NH Rev Stat § 304-C:36 (2013). They must have a physical address in New Hampshire where they can accept legal documents on behalf of your LLC during regular business hours. You can appoint a friend, employee or family member as your registered agent, or do it yourself—but many businesses prefer a professional registered agent service for the extra convenience and privacy they can provide.
Fill out Articles of Domestication and Certificate of Formation
The New Hampshire Department of State requires an LLC to file two forms in order to domesticate in the state, Articles of Domestication and a Certificate of Formation – which are provided in a single combined document.
You must provide the following information on your Articles of Domestication:
- The name your LLC had in the state or district it was formed in.
- The name your LLC will use in New Hampshire, if different from the previous name.
- The state or district where the LLC previously had domicile.
- The date the LLC was originally formed.
- Whether or not the LLC is currently authorized to conduct business in New Hampshire.
- The date the Articles of Domestication take effect—either at formation or within 90 days afterwards.
- A signature by a member or other authorized representative of the LLC.
You will also need to fill out the New Hampshire Certificate of Formation. However, unlike most states, New Hampshire no longer requires a Certificate of Good Standing (or any similar document) from another jurisdiction in order to domesticate an LLC.
File your paperwork
You can file your combined Articles of Domestication and Certificate of Formation by mail or in person in New Hampshire—unlike most other state business documents, they cannot be filed online.
NH Dept. of State
107 N Main St, Rm 204
Concord, NH 03301-4989
State House Annex
3rd Floor, Rm 317
25 Capitol St
The fee to file Articles of Domestication is $35, and forming an LLC with a Certificate of Formation costs $100, a total of $135 for the combined documents.
Once your filing has been accepted and processed, you will receive a file-stamped copy of your documents, usually within 30 days.
Dissolve your company in its previous jurisdiction
Finally, once your LLC is finished with its New Hampshire domestication, you’ll have to dissolve the business in its previous state of domicile. Dissolution procedures vary from state to state, but in most of them, you’ll file Articles of Dissolution along with a fee.