A limited liability company (LLC) offers liability protection and tax advantages, among other benefits for small businesses.
LLC formation in New Hampshire is easy. Just follow these seven steps and you'll be on your way.
1. Name your New Hampshire LLC
You'll need to choose a name to include in your articles before you can register your LLC.
Names must comply with New Hampshire naming requirements. The following are the most important requirements to keep in mind:
- Your business name must include the words limited liability company, LLC, or L.L.C.
- Your name must be different from an existing business in the state. Searches can be conducted on the Secretary of State's website to determine if a particular business name is in use. For name availability in New Hampshire, check this link.
- The business name cannot contain words used to name a government agency (i.e. State Department, CIA, FBI, Treasury, etc.)
- Certain restricted words (bank, lawyer, attorney, credit union, etc.) may require additional documentation and licensure paperwork.
See a complete listing of New Hampshire's naming rules.
- URL availability. Even if you don't think you'll need a webpage, you probably will. At the very least, you should reserve the option of having one in the future by buying your domain name now. Before finalizing your LLC name, it's a good idea to check if the URL is available.
- Reserve your name. If you aren't ready to register your LLC, but are concerned your name might be taken by someone else, you can reserve it for a small fee. In New Hampshire, names may be reserved for up to 120 days by paying the fee and submitting the proper form to the state authority.
2. Choose your registered agent
New Hampshire requires you to appoint a registered agent for your LLC.
A registered agent is the LLC's official contact. This is the person or entity who will receive legal documents, government correspondence, tax forms, as well as notice of lawsuits on the LLC's behalf.
A registered agent can be a person (including yourself or an employee of your LLC), or an entity that offers a registered agent service. They must meet the following criteria:
- Entities (or companies) must provide registered agent services
- The agent must have an address in New Hampshire
- The agent must be on-site and available to accept documents during regular business hours
3. Prepare and file a certificate of formation
The certificate of formation (also known as the articles of organization in most states) is a document that officially establishes your LLC by laying out basic information about it.
Prepare certificate of formation and file them with the New Hampshire State Corporate Commission to properly register your New Hampshire LLC. Though it sounds like a big job, that simply means filling out a relatively simple online form and submitting it. You can also send it by mail.
To prepare your certification, you'll usually need the following information:
- Your LLC name
- The name and address of your registered agent
- The specific nature of the business
- The purpose of the LLC. This needs to be a specific statement
- An LLC's duration, or time period over which the LLC will exist. In most cases LLC's are perpetual, meaning the duration is indefinite. A perpetual LLC can be dissolved voluntarily or involuntarily. If your LLC exists for a purpose that will end at a specified date, you will specify that date here
- Management structure: Will the LLC be managed by its members or managers?
- The person forming the LLC is required to sign the certificate of formation
Once you file your certificate of formation, the secretary of state will review the filing. If the certificate is approved, the LLC becomes a legal business entity.
4. Receive a certificate from the state
You can file your certificate of formation online or via mail. The state will issue you a certificate that confirms the LLC formally exists after the LLC's formation documents are filed and approved.
This certificate will allow the LLC to obtain an Employer Identification Number (EIN), business licenses, and business bank account.
5. Create an operating agreement
An operating agreement is a document that outlines the way your LLC will conduct business.
New Hampshire doesn't require an operating agreement, but it is an essential component of your business. Having a readily accessible, written operating agreement is helpful for a variety of reasons including settling disputes that may arise over financial agreements and other potential litigation. Without an agreement in place, the courts make determinations based on state law, not necessarily what is in the best interest of the LLC and its members.
The operating agreement can include, but is not limited to, the following:
- LLC's name and principal address
- Duration of the LLC
- Name and address of the registered agent
- Information about the certificate of formation
- Purpose of the business
- Members and their contribution
- The way profits and losses will be divided
- Procedure for admitting new members, as well as outgoing members
- Management of the LLC
- Indemnification and liability clauses
6. Obtain business licenses and permits
In New Hampshire, licenses are mandated at the local level. Certain businesses are required to get a business license and permit to operate as an LLC.
7. Get an Employer Identification Number
The nine-digit Employer Identification Number (EIN) is assigned by the Internal Revenue Service to identify your LLC for taxes. You can obtain your EIN by mail or online through the IRS.
The purpose of an EIN is to assist with the following:
- File and manage taxes at the state and federal level
- Open a business bank account.
- Hire employees.
Registering your LLC gives you a legal foundation to conduct business. Plan to keep your LLC compliant and in active status on the state's website.
This might include making quarterly tax payments and/or filing an annual report. In New Hampshire, an annual report must be filed with the Secretary of State on or before April 1 every year. You also need to maintain a registered agent for your business.
A registered LLC also makes it possible for you to do the following: