Form a New Hampshire LLC
LegalZoom is your best resource to start your limited liability company online today. We provide a user-friendly service with hefty customer support to help you create an LLC in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
When you form your New Hampshire LLC with LegalZoom, we prepare and file your articles of organization with the New Hampshire Secretary of State. We also conduct a name search for your New Hampshire LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your New Hampshire LLC has been formed and begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering a Limited Liability Company Name: Choosing a business name is one of the first steps in the process of forming your New Hampshire Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, the "limited liability company" or the abbreviation "L.L.C." or similar abbreviation.
May contain the name of a member or manager
Must be distinguishable from the name of any New Hampshire Limited Liability Company or other entity without its written consent, and this consent must be filed with the secretary of state.
May contain the following words: "company," "association,""club," "foundation," "fund,""institute," "society," "union,""syndicate," "limited" or "trust" or abbreviations of like import.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your New Hampshire Limited Liability Company before filing to see which names are available.
Articles of Organization: In any New Hampshire LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the New Hampshire Secretary of State, Corporations Division for filing. State law requires that certain information be included in the articles of organization of your New Hampshire LLC formation. This information must include:
The LLC name
The nature of the primary business or purposes of the limited liability company;
The address of the registered office and the name and address of the registered agent for service of process
If the limited liability company is to have a specific date of dissolution, the latest date on which the limited liability company is to dissolve;
A statement as to whether the management of the LLC is vested in a manager or managers
Any other matters the members decide to include.
Filing: Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Division of the Secretary of State by one or more persons.
Unless otherwise specified, the record must be signed in the name of the LLC by: (a) a manager of a LLC that has a manager, (b) a member of a LLC that does not have a manager, or (c) if the LLC is in the hands of a receiver, executor, or other court appointed fiduciary, trustee, or other fiduciary, by that fiduciary. The record must also state beneath or opposite the signature the name and title (capacity) of the signer.
A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, a New Hampshire LLC formation generally requires inclusion and/or considering of the following:
Operating Agreement: Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A LLC must have one or more members. Requirements:
Minimum Number of Members: One or more
Procedure for Membership: A person may acquire a membership interest in the LLC either (1) upon formation of the LLC or (2) at a time providing in the operating agreement or if not indicated as reflected in the records of the LLC. After formation of the LLC, a person may acquire a membership interest (1) directly from the LLC, at the time provided in the operating agreement or, if not indicated, upon the consent of all members and when the person's admission is reflected in the LLC records.
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company.
A member may not resign from a limited liability company except in accordance with the operating agreement
A withdrawal before the time specified in the operating agreement is a breach of that agreement
Unless the operating agreement forbids a member to withdraw, a member may do so by providing 30 days written notice or by providing notice as specified in the operating agreement
The LLC may recover for any damages created by a wrongful withdrawal
Contribution: The contributions of a member to the LLC may consist of cash, property, services rendered or a promissory note or other obligation to contribute cash or property or to perform services.
Registered Agent In New Hampshire
LegalZoom can also provide your business with a Registered Agent in New Hampshire. Every LLC must continuously maintain a registered office and registered agent (can be a person or office) in New Hampshire, to receive official correspondence and notice from the state in the event that the company is "served" with a lawsuit.
Eligibility Requirements: A registered agent in New Hampshire may be: (1) an individual resident of the state whose business office is identical with the limited liability company's registered office, or (2) a domestic corporation, or a foreign corporation authorized to do business in New Hampshire having a business office identical with such registered office.
Registered Office: The registered office may be but does not need to be the New Hampshire LLC's place of business.
New Hampshire Secretary of State
Taxes and Fees
Once a New Hampshire LLC has been created, the New Hampshire Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the New Hampshire Secretary of State office.
Annual Report: Each limited liability company shall deliver to the New Hampshire Secretary of State an annual report that lists:
The name of the LLC and the state or country under whose law it is formed;
The address of its registered office and the name of its registered agent at that office in this state
The address of its principal office
The names and business addresses of its managers or, if there are no managers, at least one member
A brief description of the nature of its business.
Records: Each limited liability company shall keep following records open to inspection at its office:
True and full information regarding the business and financial condition of the LLC
A copy of the limited liability company's federal, state and local income tax returns for each year
A current list of the name and last known business, residence or mailing address of each member and manager
A copy of the LLC operating agreement and the certificate of formation and all amendments, together with executed copies of any written powers of attorney pursuant to which the LLC operating agreement and any certificate and all amendments have been executed
True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and which each member has agreed to contribute in the future, and the date on which each became a member
Other information regarding the affairs of the LLC as is just and reasonable.
Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:
Occurrence of event specified in an LLC operating agreement
The vote or written consent of a majority of the members
Issuance of a notice of administrative dissolution
Upon entry of a judicial order
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for New Hampshire is variable, depending on New Hampshire taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the New Hampshire Secretary of State along with the appropriate filing fee. When appropriate, a check payable to the State of New Hampshire must accompany the document, covering all charges for the Secretary of State.