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How To Reinstate A New Hampshire Corporation

 

Reinstate Or Revive A New Hampshire Corporation:

If your New Hampshire corporation was administratively dissolved, and you would like to continue your business, you can apply to the New Hampshire Department of State (DOS) for reinstatement. New Hampshire has unique reinstatement procedures that vary based on when you reinstate. It is cheapest and easiest to reinstate within 120 days of your administrative dissolution. You can reinstate normally within three years. After three years you can do what is called a “late reinstatement” but the process is more complicated and expensive.

Reinstatement within 120 days:

If it has been less than 120 days since your corporation was administratively dissolved, you just file a reinstatement form, missing annual reports, and fees with New Hampshire DOS by December 30th of the year you were administratively dissolved.

Reinstatement within 3 years:

You can also reinstate if it has been more than 120 days, but less than 3 years, since you were administratively dissolved. The first thing you will need to do is request a tax clearance from the Department of Revenue Administration.

You will then submit the clearance, a reinstatement form, your delinquent annual reports, and all fees to DOS.

Late reinstatement:

First you will need statements of good standing/clearances from the Department of Revenue Administration and the Department of Employment Security. You want to request these first because it will take awhile for processing.

Request an Application for Reinstatement of a Dissolved Corporationunder RSA 293-A: 1422-a from the Department of State.

Fill out the application and submit it with the clearances, annual reports and fees to DOS.

If DOS accepts your application they will schedule a public hearing regarding the late reinstatement for either April 1 or September 1 depending on when you submit your application. Your hearing will be at least a month after you submit the application for late reinstatement to DOS.

If the secretary of state and attorney general determine you should be reinstated, DOS will cancel the dissolution and issue a notice of reinstatement.

If DOS has not already sent you the documents you need, contact them to request the reinstatement form and annual reports. You can type or write in black ink on the reinstatement form. New Hampshire DOS requires original signatures on your reinstatement documents. When you submit a reinstatement form, include all your annual reports, statement(s) of good standing, fees. You can submit documents to DOS by mail or in person. New Hampshire DOS accepts checks, money orders, or cash. Checks should be payable to “State of New Hampshire.” Cash payments must be in the exact amount owed.

Where do I send my reinstatement documents?

Mail documents:
New Hampshire Department of State
Corporate Division
107 North Main Street
Concord, NH 03301-4989

Deliver documents in person:
State House Annex Room 341
25 Capitol Street, 3rd floor
Concord, NH 03301
M-F: 8:30-3:30

Phone: (603) 271-3246

How do I get the clearance(s) I need to reinstate my New Hampshire corporation?

To get your tax certificate, download a Certificate Request Form from the New Hampshire Department of Revenue Administration (NH DRA) website. You can then fill out the request form and submit it by mail to NH DRA. If you have unpaid taxes, NH DRA will not issue you a tax clearance certificate. You can attach a NH Business Enterprise and/or Business Profits Tax return to your request form if necessary.

To request a clearance letter for late reinstatement from the New Hampshire Department of Employment Security, call the Status Department at (603) 228-4042.

How much will it cost to renew a New Hampshire Corporation?

Within 120 days/by December 30th:
Reinstatement fee – $135
Annual report fee – $100 each
Annual report late fee – $50 each
Total – $435

After December 30th (but within 3 years of dissolution):
Reinstatement fee – $135
Annual report fee – $100 each
Annual report late fee – $50 each
Tax clearance fee – $30
Total – depends on how many annual reports you missed

More than 3 years after administrative dissolution:
Late reinstatement fee – $500
Annual report fee – $100 each
Annual report late fee – $50 each
Tax clearance fee – $30
Total – depends on how many annual reports you missed

If you need to change your registered agent, you have to pay the $15 fee.
If you needed to change your name, you have to pay the $35 amendment fee.

How long does it take the state to process the filing?

DOS processing time for mailed documents is 5-8 business days. Walked in documents are processed in 3-5 business days.

It will take NH DRA about 60 days to process your request for tax clearance, so you should submit it well before you apply for reinstatement of your corporation with the New Hampshire Secretary of State, Corporate Division.

How long does your New Hampshire Corporation have to be inactive with the state before you wouldn’t have any fees, and would just have to start over with a new New Hampshire Corporation?

The reinstatement period for a New Hampshire corporation is three years. After that you can do a late reinstatement.

If you choose not to reinstate your New Hampshire corporation, you may create a new business entity that is completely separate from the former corporation at any time. After 120 days, you could even use the old corporations name for your new entity.

Although New Hampshire DOS will allow you to start a new entity, there may be other reasons to consider reinstating your corporation. There could be legal or tax reasons that you would need or want to reinstate the corporation rather than start a new business entity.

Can you change your New Hampshire registered agent at the same time on the New Hampshire renewal?

No. The only way to change your New Hampshire registered agent is to file the Statement of Change of Registered Office or Registered Agent, or Both by a Corporation and pay the $15 filing fee.

Can you change your principal address at the same time on the New Hampshire renewal form?

No, but you can change your principal address on an annual report you will submit when you reinstate your corporation.

Can you change your officers and directors at the same time on the New Hampshire renewal form?

No, but you can change officer/director information on an annual report you file at the time of reinstatement.

What if my corporations name is no longer available?

You can change your New Hampshire corporations name right on the reinstatement form. There is an additional $35 amendment fee if you need to change the name.

How many annual reports can you miss before you can’t renew your New Hampshire Corporation?

There is no limit to the number of annual reports you can miss. You can apply to reinstate a corporation or LLC for up to three years after the date of administrative dissolution. After that, you can always apply for late reinstatement of your corporation, but it is more costly and complicated.

New Hampshire Department of State – Forms:

http://www.sos.nh.gov/corporate/Forms.html

New Hampshire Department of Revenue Administration – Forms:

https://www.revenue.nh.gov/forms/all-forms.htm

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