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How to withdraw a foreign New Hampshire LLC or corporation business with the Department of State

We’re Just Not Annoying®

NEW HAMPSHIRE DEPARTMENT OF STATE CERTIFICATE OF AUTHORITY CANCELLATION REQUIREMENTS AND INSTRUCTIONS

How to withdraw your foreign New Hampshire Limited Liability Company or New Hampshire Corporation Certificate of Authority:

The first thing you need to do in order to withdraw your corporation or LLC registered in New Hampshire is to make sure you have filed a final tax return with New Hampshire Department of Revenue Administration (NH DRA). This is so you can get a tax clearance certificate from the NH DRA. You want to get the clearance certificate before you file withdrawal/cancellation forms with the New Hampshire Department of State, Corporate Division (DOS). Once you have the tax clearance certificate, then you can submit it to DOS with the appropriate withdrawal form.

Limited Liability Company registered in New Hampshire:
To withdraw/cancel your foreign New Hampshire LLC, submit a signed original Application for Certificate of Cancellation of Registration to the Department of State by mail or in person.

Corporation registered in New Hampshire:
To withdraw/cancel your foreign New Hampshire Corporation, file an Application for Certificate of Withdrawal with the Department of State by mail or in person.

Type or print on the form in black ink. Submit the signed, dated original cancellation/withdrawal form, the tax clearance certificate, and the fee. New Hampshire DOS accepts check, money order, or cash. Checks should be payable to “State of New Hampshire” and cash must be in the exact amount owed.

Do you need a New Hampshire Department of Revenue Administration clearance first?

Yes. You will need to get a tax certificate from the NH DRA before you can withdraw or cancel your foreign New Hampshire corporation entity.

New Hampshire registered agent resignation may also be necessary.

How do I get a New Hampshire Tax Clearance Certificate?

Download a Certificate Request Form from the NH DRA website (see link below) and submit the form and fee to the NH DRA by mail. If you have unpaid taxes, you will not be issued a tax clearance certificate. You can attach a final NH Business Enterprise and/or Business Profits Tax return to your request form if necessary.

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

Print the certificate request form, fill it out, and mail it to:

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

How much does it cost to cancel your out of state registration with New Hampshire?

There is a $35 fee to file for withdrawal/cancellation of your Corporation or foreign New Hampshire Limited Liability Company.

You will need to include a $30 filing fee when you submit the Certificate Request Form to NH DRA (payable to State of New Hampshire).

How long does it take the state to process the withdrawal 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 a tax clearance certificate, so you should submit it long before you are ready to file the withdrawal with the New Hampshire Department of State.

What agency do you need to file the certificate of withdrawal with?

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

Phone: (603) 271-3246

What happens if you don’t file a withdrawal and just let your annual report filings go unfiled?

If you fail to file an annual report and fees, DOS will administratively suspend your foreign corporation or LLCs authority to transact business in New Hampshire.

If you just don’t file an annual report, how long before you lose your Certificate of Authority?

If a foreign corporation or LLC doesn’t file an annual report, DOS will send the corporation or LLC a 60 day notice of administrative suspension. If they still don’t submit the report and fee, New Hampshire DOS suspends the authority of the delinquent foreign business entity in August of the year they fail to file.

What are the late fees and penalties to re-register if your registration is administratively suspended by DOS?

Your corporation or LLC would have to re-qualify to do business in New Hampshire. To re-qualify, you would have to file a new application for authority and all your annual reports you didn’t file, including the years when your foreign corporation or LLC was revoked.

A new Application for Certificate of Authority for a foreign corporation or LLC will cost $100.
The fee and late fee for each missed annual report will be $150.

How long does the registered agent have to accept service of process after a foreign corp or llc has filed a Certificate of Withdrawal of Registration?

A foreign corporation or LLC revokes the authority of its New Hampshire registered agent for service of process when it files the withdrawal/cancellation with the Department of State. After the entity withdraws from New Hampshire, the registered agent no longer has to accept service of process for the corporation or LLC.

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/index.htm

Corporate Compliance
by Local Corporate Guides®