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How To Reinstate A New Hampshire LLC

 

Revive Or Reinstate A New Hampshire Limited Liability Company

You can continue your administratively dissolved New Hampshire LLC by reinstating it with the New Hampshire Department of State (DOS). New Hampshire has different reinstatement procedures than you see in most states. Reinstatement requirements differ depending on when you reinstate. It is easiest to reinstate within 120 days of the administrative dissolution.

Reinstatement within 120 days:

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

Reinstatement within 3 years:

You can also reinstate if it has been more than 120 days, but less than three years, since your dissolution. You will need to submit the reinstatement form, missing annual reports, and the necessary fees to the Department of State.

You will also need to submit a statement of good standing from the New Hampshire Department of Revenue Administration (NH DRA). Request the statement of good standing ahead of time as it can take awhile to get.

Late reinstatement:

First you will need to get statements of good standing from the New Hampshire Department of Revenue Administration (NH DRA) and the New Hampshire Department of Employment Security (NH DES). These can take awhile to get so you want to request them first.

You will also need to request a late reinstatement form from the New Hampshire Department of State (DOS).

Fill out the reinstatement form and submit it to DOS with your annual reports, statements of good standing, and fees.

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

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 sent you the necessary documents, contact them to request the reinstatement form and annual reports. You can type on the forms or print in black ink. New Hampshire DOS requires original signatures on your reinstatement documents. Submit documents to DOS by mail or in person and include all your late fees, corporate reinstatement form, statement(s) of good standing, and annual reports. 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 submit my reinstatement documents?

Mail documents to:

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

Drop documents off at:

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 you get the clearance certificates to reinstate a New Hampshire LLC?

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

You only need a clearance letter from the New Hampshire Department of Employment Security (DES), if you are applying for a late reinstatement. To request the clearance, call the DES Status Department at (603) 228-4042.

What New Hampshire Agency do I send my Certificate Request Form to?

Mail the completed request form to:

New Hampshire Department of Revenue Administration
Audit Division
109 Pleasant Street
PO Box 457 Concord, NH 03302-0457

How much will it cost to revive a New Hampshire LLC?

The cost to reinstate will depend on how long you wait to file.

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 fees plus late fees, $150 each
Tax clearance fee – $30
Total – depends on how many annual reports you missed

There are additional fees if you need to change your New Hampshire LLCs name ($35) or registered agent ($15) when you reinstate.

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

How long does your New Hampshire LLC 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 LLC?

You can reinstate your LLC within three years or do a late reinstatement after that.

You can form another New Hampshire business entity at any time. It would be completely separate from the first LLC. The LLCs name is only protected for 120 days after administrative dissolution so after that you could even use the old LLCs name for your new entity.

Though New Hampshire DOS will allow you to start a new entity, there may be other motivations to consider reinstatement. There could be legal or tax reasons that you may need to reinstate instead of starting a new corporation or LLC.

Can you change your New Hampshire LLC’s resident agent at the same time on the New Hampshire reinstatement?

No, you cannot change your New Hampshire registered agent this way. You have to file the New Hampshire Statement of Change of Registered Office or Registered Agent, or Both by a Limited Liability Company form.

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

No, you can’t change the principal address on the reinstatement form. You can update address information on an annual report you have to file when you reinstate your LLC.

Can you change your members and/or managers at the same time on the New Hampshire reinstatement form?

No, but you can change your members/managers on an annual report that you file with the application for reinstatement.

What if my New Hampshire LLC’s name is not available when I reinstate?

The LLCs name is only protected for 120 days after the administrative dissolution. If you reinstate after that, you have to do a name search to see if it is still available. If it is not available, you will have to choose a new name and list it on the reinstatement form to amend your New Hampshire LLC. You will have to pay the amendment filing fee if you change your LLCs name when you reinstate.

How many annual reports can you miss before you can’t revive your New Hampshire LLC?

You can reinstate a business up to the up to three years after the date of administrative dissolution. After that, you can still apply for a late reinstatement.

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/index.htm

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