How to File an LLC in New Hampshire
New Hampshire's LLC formation has a process. Swyft Filings created an LLC guide to forming an LLC in New Hampshire. Follow along here.
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Swyft Filings is committed to providing accurate, reliable information to help you make informed decisions for your business. That's why our content is written and edited by professional editors, writers, and subject matter experts. Learn more about how Swyft Filings works, our editorial team and standards, what our customers think of us, and more on our trust page.
Ready to be an official New Hampshire small business owner? This article will help entrepreneurs understand the nuance between the limited liability company (LLC) and other types of businesses, like C corps or S corps. Then we’ll show you the process of filing a New Hampshire LLC.
Benefit from unique tax advantages and safeguard your assets when you establish an LLC.
Key Takeaways
The LLC is a powerful hybrid business structure combining limited liability, ease of management, and pass-through taxation.
New Hampshire LLCs must choose an approved business name, secure a registered agent, and file a certificate of formation with the New Hampshire secretary of state.
The filing fee for an LLC formation in New Hampshire is $100.
What Is an LLC Formation?
The limited liability company, commonly known by its LLC abbreviation, is a business structure recognized by the New Hampshire Secretary of State. To understand the advantages of an LLC formation, it helps to look at it alongside your other available options.
Why LLC Formations are Powerful and Popular
When choosing a business structure, you’ll want to evaluate it based on two metrics. They’re not the only factors to consider but arguably the most important for a brand-new small business.
What does the business structure offer you for tax purposes?
Does the business structure protect your personal assets?
The LLC business structure is the best choice for most new businesses because it combines pass-through taxation with personal liability protection. LLCs are also easy to manage and affordable to maintain. |
New Hampshire Business Structures:
• Sole Proprietorship | • C Corporation | • LLC |
• A sole proprietor is an unincorporated business run by one person. | • A C corporation is owned by shareholders and governed by a board of directors. | • An LLC is owned by its members. |
• Pass-through taxation: For tax purposes, sole proprietorships are pass-through entities. This means that instead of paying corporate tax, they take all the profits and losses from the business on their personal income taxes. For most small businesses, this is advantageous. | • Double taxation: While they can go public and provide substantial capacity for fundraising, C corporations are subject to what’s known as “double taxation” at the Federal level. This means that the business is taxed on corporate income, and then shareholders are taxed on their personal profits on their individual income tax returns.
• Note: Eligible C corporations can file for S corp status to receive pass-through taxation. But this comes with limitations.
| • Pass-through taxation: LLCs are not taxed directly. Instead, their tax liability passes or flows through to the personal income taxes of its members. Avoiding double taxation is a major advantage of LLCs over C corporations. |
• No liability protection: The sole proprietor’s main vulnerability is that it affords no legal protection of one’s personal assets. So if you’re tied up in a lawsuit from your business, as a sole proprietor, everything you own could be seized in a decision against you. | • Strong liability protection: C corporations have a robust corporate structure that allows shareholders and board members to operate without fear that their personal assets will be vulnerable in the course of business, provided they follow the law. | • Liability protection: Members will usually form an LLC to insure that their personal liability is protected and their business’s assets are separate from their own. The LLC is an easy way to enjoy liability protection without setting up an entire C corporation. |
What does it cost to form a New Hampshire LLC?
LLCs must pay the following state fees to stay in business:
An initial filing fee of $100 to the New Hampshire Secretary of State.[1]
An annual report filing fee of $100, is due every year by April 1st.[2]
How do taxes work for New Hampshire LLCs?
New Hampshire has no sales tax and is phasing out its personal income tax. All businesses in New Hampshire pay a business profits tax when making a certain amount of money and a small business enterprise tax for doing business in the state.[3]
If you’re used to paying Federal taxes as a sole proprietor, then not much will change for tax purposes when you start an LLC. As before, you’ll pay self-employment tax on your LLC income. The critical difference, however, will be your liability protection, which could be vital in an emergency.
Step-By-Step Guide to Starting Your New Hampshire LLC
The $100 filing fee for LLCs in New Hampshire is a bit steep compared to most other states. You’ll want to get your LLC forms approved on the first try because you won’t get that money back if it results in a rejection. To help, we take you step-by-step through the process:
Step 1: Choose a Business Name for Your New Hampshire LLC
Your business has to choose its official name when it forms an LLC, and that business name has to meet specific state requirements.
New Hampshire LLC Name Availability Guidelines
Your LLC name must be “distinguishable” from all other names or trade names reserved or registered in the state. As you brainstorm possible names, use this name search tool from the state website to check name availability.
If you’re unsure whether a name is different enough to be “distinguishable,” refer to these rules:
Business Name Distinguishability Guidelines[5]
• Articles (“a,” “an,” or “the”) do not make a name distinguishable. | • The Bronze Castle LLC
| • Is not distinguishable from | • Bronze Castle LLC |
• Plurals don’t make a name distinguishable. | • Computer Helper LLC | • Is not distinguishable from | • Computer Helpers LLC |
• If the words sound the same, they’re not distinguishable. | • Tick Talk LLC | • Is not distinguishable from | • Tick Tock LLC |
• Abbreviations don’t make a name distinguishable. | • White Mountain Cars Inc. | • Is not distinguishable from | • White Mtn Cars Inc. |
A few additional similar rules apply to numbers, punctuation, and corporate signifiers.
Required Words for New Hampshire LLCs
Your LLC name is required to use one of the following words or its abbreviation (usually it goes at the end): “limited liability company,” “LLC,” or “L.L.C.” What the state calls “similar” abbreviations are also allowed.
Your name also can’t misrepresent your business, nor can it imply that you do a type of business you don’t. To ensure this, the state restricts using certain names, such as cooperative, architect, and bank.
Refer to these guidelines if you need more detail.
What To Do When You Find Your LLC Name
Once you find your preferred New Hampshire LLC name, you can mail an application for reservation of name to the State Corporations Division with a filing fee of $15. The address is provided below.
Corporation Division
NH Dept. of State
107 N Main St, Rm 204
Concord, NH 03301-4989
Trade Names
If you’d like to use another name for your business, you don’t have to form a separate entity—but you will have to register what New Hampshire calls a “trade name” for your LLC. It’s also known as a “DBA,” meaning “doing business as.”
A trade name is helpful for branding. For example, if you run a coffee shop and incorporate the LLC name “Harmony Coffee LLC,” you’ll probably want to put “Harmony Coffee” on the sign of your storefront. A trade name lets you do that. The same name availability guidelines apply to trade names as they do business names.
To register a trade name, you can mail a trade name registration form to the address above with a filing fee of $50 or file online.
Trademarks
Your business name and trade names allow you to use your names lawfully. They don’t give you legal authority to stop anyone from copying you out in the world. This is why LLC owners want to consider trademarking their business names at the state and Federal levels.
Domains
Every business needs a solid online presence. So don’t choose a name without first making sure that an adequate web domain is available for you to use for your website.
Step 2: Fill Out New Hampshire Certificate of Formation
Your certificate of formation incorporates your New Hampshire limited liability company with the New Hampshire Secretary of State Corporations Division. Many states call this document the Articles of Organization. Formation documents are relatively simple, and you can file them online.
Here’s the information you’ll need to complete your New Hampshire certificate of formation.[4]
Your business name. Don’t forget the LLC designation or abbreviation that you’ve chosen.
Your business and mailing address, including a phone number and email.
A short description of the “nature of the primary business or purposes.” You can’t generalize this; it must have at least one descriptive word.
The name and physical street address of your New Hampshire registered agent. This business address must be in New Hampshire. It’s where legal documents will be sent if your business is involved in a lawsuit or any judicial proceeding. We cover registered agents in more detail in the following section.
A statement of whether managers will be involved in the LLC. If you intend to hire people to run your business, that would make them managers. You can indicate “is” or “is not” in the form.
The names, addresses, and titles of the LLC’s members and managers. When you form your business, you can hire managers as you see fit.
One of those members or managers must sign the document, adding their title and the date of the signature.
Expanding into New Hampshire? |
If you’re bringing a business into New Hampshire that exists in another state, don’t start a New Hampshire limited liability company from scratch. Instead of filing a New Hampshire certificate of formation, you’ll want to register a foreign LLC. The state filing fee is the same and the form is similar. You’ll still need a New Hampshire registered agent. |
If you file your formation documents incorrectly, you won’t get your $100 filing fee back. That’s why it pays to hire a professional service to assist with your LLC filing to avoid setbacks. When you file, you should hear within 30 business days whether your documents are accepted or rejected.
Annual Report and Other LLC Responsibilities
If your certificate of formation is accepted, you’ll have all the responsibilities of a New Hampshire business from that day on. You’ll owe state taxes on your business activities and must maintain good standing by filing an annual report by April 1st of each year.
Step 3: Hire a New Hampshire Registered Agent
You must have a registered agent and provide their business address to the state. Your New Hampshire registered agent receives legal documents on your behalf, such as a subpoena, service of process, or summons to court. Your registered agent must have a “registered office” with a physical address in New Hampshire.
How Taking Shortcuts Choosing Your Registered Agent Can Backfire
• “I’ll just be my own registered agent. It costs me nothing!” | • “My friend is a business owner. I’ll ask her to be my registered agent.” |
• You’re allowed to be your own registered agent. But think about this: if you were served with a lawsuit on a sunny Tuesday afternoon, would you want a court official to interrupt a business meeting to hand you the papers? | • If you asked your friend to be your registered agent, what if you miss important news because they go on vacation, or take an early day on a Friday? In the event of a legal crisis, you don’t want to risk losing time to prepare or respond. |
Registered agent services are affordable for business owners and carry huge benefits because they keep the consistent principal office and regular business hours the law requires. Swyft Filings has a reliable and secure registered agent service that stores your documents securely online.
Step 4: Create an LLC Operating Agreement
Under the law, there are no rules that govern LLC operations. Any business entity should have a signed document outlining foundational procedures and guardrails. For LLCs, this document is most often called an operating agreement.
A written operating agreement would include:
who the business owners are
how much of the business does each of them own (and how you divide that ownership)
who else is responsible for the business operations
who has the authority to make decisions, and how you will make those decisions
You would also hash out your LLC business structure in the operating agreement. Some standard models are explained below.
LLC Structures
• member-managed | • manager-managed | • single-member |
• Member-managed LLCs are run by the LLC owners. An LLC can have any number of members. Decisions would normally be made by a vote of the members. | • Under this arrangement, the members would hire managers to carry out some part of the day-to-day operations of the business. The general manager of a restaurant might be an LLC manager, but a bartender likely wouldn’t. | • This is essentially a sole proprietorship with limited liability. Even single-member LLCs should sign operating agreements to shore up their personal asset protection and keep the separation between their personal and company activity crystal clear. |
Step 5: File for an Employer Identification Number and Business Licenses
After filing a Certificate of Formation, securing an Employer Identification Number (EIN) from the IRS is the most crucial task of any New Hampshire business. Like individuals use a social security number to pay income tax, an EIN is an LLC’s unique identification number for the Internal Revenue Service.
But you’ll need your EIN for much more than paying Federal tax. It’s required to apply for a business bank account, credit card, and business licenses and permits at the state and Federal levels. We can help you get an EIN for free.
Let Us Handle Your LLC Paperwork
All entrepreneurs face the daunting challenge of building a successful business in a competitive environment. Should they let time-sucking paperwork, or costly setbacks from filing errors, get in their way?
Swyft Filings’ LLC formation service will get your filing done faster than you ever could by yourself, with no mistakes, delays, or headaches. We’ll ensure your New Hampshire LLC business name follows the rules and your Certificate of Formation is perfect.
Tax advantages: Enjoy pass-through taxation for your business
Operational flexibility: Choose a management structure that fits your specific needs
Asset protection: Separate personal and business finances, safeguarding your personal assets
FAQs:
How much does it cost to set up an LLC in New Hampshire?
The filing fee for a New Hampshire LLC certificate of formation is $100.
How is an LLC taxed in New Hampshire?
New Hampshire LLCs are taxed as pass-through entities, meaning their tax rates depend on their members’ personal tax returns. LLCs in New Hampshire owe two state business taxes depending on their revenue. Their members will pay their LLC income as self-employment tax.
What are the benefits of a New Hampshire LLC?
LLCs in New Hampshire combine a sole proprietorship’s tax savings with a C corporation’s liability protections. They’re simple to start and maintain, and you can manage them however you see fit, with as many members as you need.
How do you dissolve an LLC in New Hampshire?
After you’ve followed the dissolution procedures in your LLC operating agreement, pay all of your outstanding taxes, then file a Certificate of Cancellation for your company with a $35 filing fee for the New Hampshire secretary of state.
Bibliography:
New Hampshire Department of State. “Domestic and Foreign Limited Liability Company.” Accessed April 17, 2023.
The General Court of New Hampshire. “Title XXVIII Partnerships Chapter 304-C Limited Liability Companies.” Accessed April 17, 2023.
New Hampshire Department of Revenue Administration. “Overview of New Hampshire Taxes.” Accessed April 20, 2023.
New Hampshire Secretary of State. “Choosing Your Business Name.” Accessed April 17, 2023.
New Hampshire Secretary of State. “State of New Hampshire Certificate of Formation.” Accessed April 17, 2023.
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