How to Dissolve a Business in New Hampshire

A written creditor notice should include the LLC's full legal name, a statement that it has dissolved or is dissolving, the mailing address for claims, the deadline by which claims must be received (no fewer than 120 days from the notice date), and a statement that late claims will be barred.

For creditors you cannot identify by name, New Hampshire law allows you to publish a notice of dissolution, which sets a separate deadline for unknown claims.

Step 4: Close tax accounts and file final returns

At the state level, file a final New Hampshire Business Profits Tax return with the NH Department of Revenue Administration (DRA), marked as a final return. Log in to your Granite Tax Connect portal or contact the department to confirm any outstanding balance and initiate account closure.

At the federal level, file your yearly tax return as usual, checking off the “final return” box.

If the LLC has employees, file final payroll tax returns (Forms 941 or 944), a final Form 940 for federal unemployment taxes, and issue W-2s for the final period.

Step 6: File your certificate of cancellation with the NH Secretary of State

The official filing document for business dissolution in NH is Form LLC-7, Certificate of Cancellation of New Hampshire Limited Liability Company. The form requires the LLC's name, the date dissolution was authorized, and confirmation that wind-up is complete or underway. The filing fee is $35 and you can file online, by mail, or in person.

You can find forms and online filing instructions on the Secretary of State’s LLC forms page.

Make sure to keep a copy of the accepted filing, because you'll need it to close bank accounts, cancel licenses, and confirm termination to any remaining parties.

Step 6: Distribute assets

After all debts are paid, you can distribute assets per the operating agreement. Do not distribute anything before settling all business matters, as creditors could come after your personal assets to satisfy any debts.

How to dissolve a corporation in New Hampshire

Dissolving a New Hampshire-based corporation requires internal approval, creditor notice, tax clearance, IRS notification, and state filing.

Step 1: Adopt a board resolution and hold a shareholder vote

First, the board must recommend dissolution to the shareholders and notify all shareholders of the proposed meeting (even those not entitled to vote). Carefully review your bylaws before these meetings. The shareholder vote requires approval by a majority of shares entitled to vote, unless your bylaws set a higher threshold.

Document everything in the corporate minutes: the full text of the board resolution, the names of directors who voted, the shareholder vote tally, the effective date of dissolution, and any conditions attached.

Step 2: Wind up corporate affairs

A dissolved corporation continues its existence only to wind up, which includes:

1. Collecting assets
2. Disposing of properties
3. Discharging or making provision for liabilities
4. Distributing remaining property to shareholders after creditors are paid

Before making any distributions to shareholders, the corporation must obtain a certificate of dissolution from the Department of Revenue Administration. This DRA tax clearance is required before you can distribute any business assets.

Step 3: Notify creditors

A dissolved corporation may give written notice to each known creditor. That notice should include the corporation's full legal name, a statement that it has dissolved or adopted a plan of dissolution, the mailing address for claims, the deadline by which claims must be received (no fewer than 120 days from the notice date), and a statement that late claims will be barred. Creditors who receive written notice and miss the deadline lose the right to pursue those claims.

For unknown claimants, you can publish a dissolution notice, which sets a separate deadline. That deadline is typically two years for unknown claims.

Step 4: File final tax returns and close accounts

At the state level, file a final New Hampshire Business Profits Tax return with the NH DRA, marked as a final return. You must also obtain the DRA's certificate of dissolution before distributing assets to shareholders. Visit revenue.nh.gov to confirm any outstanding balance and initiate that process.

At the federal level, you will need to file two forms:

1. Form 966, Corporate Dissolution or Liquidation must be filed within 30 days of adopting the dissolution resolution, as required by federal law. Make sure to attach a certified copy of the dissolution plan or resolution.
2. Form 1120, U.S. Corporation Income Tax Return must be filed for the year you close the business. Make sure to check the "final return" box. S corporations file Form 1120-S and check the "final K-1" box on Schedule K-1.

If the corporation has employees, file final payroll tax returns (Forms 941 or 944), a final Form 940, and issue W-2s for the final period.

Step 5: Distribute assets

Distribute assets to shareholders per the corporation’s bylaws and articles of incorporation. Do this last to prevent legal action from creditors against asset recipients.

Step 5: File articles of dissolution with the NH Secretary of State

The official filing document is Form 19, Articles of Dissolution. Be prepared to provide the following information:

1. The corporation's name
2. The date of incorporation
3. Whether the vote was approved by shareholders or incorporators
4. Confirmation that debts have been paid and assets distributed
5. The date dissolution was authorized
6. A confirmation that the Department of Revenue Administration has been notified.

You can find forms and filing instructions on the Secretary of State’s corporations forms page.

Online filings are typically processed within one to three days, and mail filings usually two to four weeks, but check current processing times directly with the NH Secretary of State's Corporation Division.