NH LLC – Forming An LLC In NH

An NH LLC is a legal way to structure your business. In some ways, it provides the liability protection that corporations enjoy, while also having the flexibility of sole proprietorship. Therefore, an LLC is suitable for several purposes and many requirements.

Forming an LLC in NH requires filing a Certificate of Organization with the New Hampshire Secretary of State. An LLC comes into existence once the Secretary of State approves the Certificate of Organization. For smooth approval and operation of the LLC, a few steps must be completed before filing with the SoS. 

Here are the steps to consider when forming your New Hampshire LLC.

1. Picking A Name For The NH LLC

Most people about to start an LLC already have a name in mind. But it’s important to consider if the chosen name is available for use. New Hampshire requires LLC names to be distinguishable. 

This means that your chosen LLC name must not be the same, or very similar to, business entities previously registered with the NH Secretary of State. Moreover, the name shouldn’t misrepresent or misguide the general public towards the role and scope of the business. 

A simple way to check for name availability is to go to the Business Search page of the New Hampshire Department of State. Searching for the name on this page will give you a good idea of its availability or the possibility of use.

The state also offers a naming guide and more resources using Business Name Lookup.

New Hampshire LLC Name Designators

LLCs in NH must end their name with a proper designator. The most common designator is LLC, however, any of the following can be used:

  • LLC
  • L.L.C.
  • Limited Liability Corporation

The state says that it requires the words “limited liability company” but will accept L.L.C. or similar abbreviations. 

Name Reservation (Optional)

You can reserve a name for your LLC without having to file a Certificate of Formation. NH allows a name reservation for 120 days. This requires filing Form 1 Application for Reservation of Name and a filing fee of $15.

2. Appointing A Registered Agent For New Hampshire LLCs

LLCs in New Hampshire must maintain a Registered Agent for service of process in the state. This agent is responsible for receiving legal documents like lawsuits, summons, etc. on behalf of your LLC.

The agent must have a physical street address in New Hampshire (PO Box addresses aren’t accepted). Additionally, the Registered Agent must maintain normal business hours in case the service of process arrives.

As such, the following can be your Registered Agent:

  • Any resident of the state.
  • A business (LLC, LLP, or Corporation) authorized to do business in the state.

The latter also includes commercial registered agents, which are often a good pick for the role.

3. Filing Certificate Of Formation For The NH LLC

To start your NH LLC, you’ll have to file the Certificate of Formation with the Secretary of State. This is analogous to the Articles of Organization used in several states. 

Filings can be completed online, via mail, or through walk-in. 

You can file the Certificate of Formation online with the NH QuickStart! System. The LLC filing fee costs $102 and will usually take 3-7 business days for processing. The NHQS also offers several resources for filing and setting up your business.

To file via mail or by walk-in, you’ll have to download and fill Form LLC-1 Certificate of Formation. The form is available on the NH Secretary of State website. The LLC filing fee for submissions made via mail is $100. You can pay this fee via check or money order made payable to “State of New Hampshire”. The processing time for requests received via mail is 1-3 weeks. The mailing address for the form is:

Corporation Division,
NH Dept. of State,
107 N Main St,
Rm 204,
Concord,
NH 03301-4989

For walk-in submissions, the filing fee is $125. However, the approval time for this mode is very quick and your LLC could be approved in as little as 15 minutes to 2 hours, provided you arrive early enough before the end of the business day.

The address for walk-in filing is:

State House Annex,
3rd Floor,
Rm 317,
25 Capitol St,
Concord, NH

4. New Hampshire LLC Operating Agreement

NH doesn’t require LLCs to have an Operating Agreement. However, it is highly advisable that LLCs have an operating agreement in place. The agreement is an internal document of the LLC and doesn’t need to be filed with any government department.

Operating Agreements are sometimes called the constitution of the company. This is because they can lay the groundwork for the administration and policies of the LLC. Additionally, they can create clear demarcations on the roles, responsibilities, and functions of various members of the LLC.

The presence of an agreement shows that the NH LLC is being operated correctly and carefully. This might come in handy if your LLC ever finds itself in court.

While the agreement is most useful for multi-member LLCs, single-member companies should get an agreement too.

5. EIN Or Federal Tax ID

Once your LLC has been approved, you should apply for an EIN (Employer Identification Number). This is a 9-digit federal tax ID issued by the IRS. Though it’s called the Employer Identification Number, it isn’t necessary to have employees to get this number.

Apart from taxation, this number is useful for several other functions of the company. These include getting a separate bank account, credit cards, and much more.

There is no filing fee for getting an EIN. You can get it quickly by filing online with the IRS. If filing online isn’t possible, you’ll have to download and fill Form SS-4. The IRS no longer accepts submissions via phone, though you can submit this form via fax or postal mail.

6. Filing Annual Reports For Your New Hampshire LLC

Every LLC in NH must file an annual report. As the name implies, this report is filed yearly between January 1 and April 1. However, no report is necessary for the year the LLC was formed.

For example, if your NH LLC was formed on February 21, 2021, the first annual report will be due before April 1, 2022. The report will have to be filed every year. Generally, the state will send a reminder for filing the report somewhere near January 1.

The filing fee for the annual report is $100. You can file this report online using NHQS, or via postal mail. Do note, filing online requires registering for a (free) account with the NHQS. This account is useful for managing your business obligations with the state. If you don’t already have an account, you should consider getting one.

Filing via mail follows a similar procedure as filing online. However, rather than completing payment online on NHQS, you can choose to download and print the report. After this, the report, along with a check or money order for the $100 fee can be mailed to:

Corporation Division
NH Department of State
107 North Main Street, Room 204
Concord, NH 03301-4989

Processing for reports submitted online is instantaneous. Annual reports submitted via mail can take as much as 1-3 weeks to process.

Filing annual reports on time keeps your NH LLC in good standing with the state. Failure to file the report will initially lead to a $50 penalty. Failing to file the report for two consecutive years can lead to the state administratively dissolving the LLC.

7. LLC Obligations For Business Licenses, Permits, And Taxation

Taxation usually requires consideration on local, state, and federal levels. Your NH LLC will have to be compliant with all requirements.

Specific business licenses or permits may be required for the operation of your company. These often depend on the local city/county regulations. State or federal requirements for licenses on specific industry might also come into play.

Some state taxes may also be in play. New Hampshire does impose taxes on LLCs depending on factors like income, employees, and several similar considerations. Going through the New Hampshire Department of Revenue Administration (DORA) website can be helpful in understanding these requirements.

Federal taxation usually sees LLCs as pass-through entities. However, the way you structure your LLC can have an impact on how the returns are filed. Besides, tax requirements can change if you choose to have your NH LLC taxed as a C-corp or S-corp. 

Unless you have extensive knowledge on how to deal with these issues, it is often worthwhile to hire a professional to handle tax, licensing, and permit requirements.