The LLC’s business name must be different from all other business entity names registered or reserved with the government of the Garden State. The LLC’s name must contain the words “Limited Liability Company” or the abbreviations “LLC” or “L.L.C.” The state specifically says that an additional space is allowed to be inserted between the letters or periods in each of these abbreviations-so “L. L. C.” and “L L C” are also allowed. The LLC’s name is also allowed to contain the name of a member or manager, and it may also contain the words “company,” “association,” “club,” “foundation,” “fund,” “institute,” “society,” “union,” “syndicate,” “limited” or “trust” or their abbreviations.
An available LLC name can be reserve by paying $10 for 120 days.
The state filing time is 6 weeks and the expedited filing time is 3 weeks.
State Filing Fees
The state filing fee $165 and can be expedited for an additional $85.
Articles of Organization and Operating Agreement
Formation of an LLC in New Hampshire requires filing articles of organization with the Corporation Division of the New Hampshire Secretary of State’s office, along with the $100 filing fee. The original of the articles, along with a copy must be signed by at least two of the LLC’s organizers and a manager or a member. Each signer should state their title or capacity in the LLC beneath or beside their signature.
The articles must include the LLC’s name, its primary business purpose(s), the address of the LLC’s registered office, the name of the LLC’s registered agent there, and whether the LLC will be perpetual, or if a specific date for dissolution has been established. It should also specify whether the LLC will be managed by members or managers.
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 date of filing.
The operating agreement, another important document, may specify requirements for meetings (notice, quorum, voting rules, etc.) and so on, but it doesn’t have to. Normally, however, the operating agreement does include state-mandated requirements. It can contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, the operating agreement has to initially be approved by all members in writing.
A New Hampshire LLC must have one or more members. To become one, an individual usually must make a contribution, pay cash, perform services, or transfer property to the LLC, or take on an obligation to do so. However, a person may be admitted as an LLC member without acquiring a membership interest if there is such a provision in the articles of organization or operating agreement, or if all members consent and the
person’s admission is documented in the LLC’s records.
A member can only resign from the LLC in the manner set forth in the articles of organization or operating agreement. These documents also usually specify a minimum period of time a member can be a member before being allowed to resign. If the minimum period of time is not specified, the member must provide at least 30 days’ written notice before they can resign.
LLCs must list the name and address of a registered agent with a physical address (no post office boxes) in New Hampshire. The registered agent must be available during normal business hours to accept important legal and tax documents for the business.
Ongoing Filing and Compliance
New Hampshire LLCs must file a report annually with the state secretary of state that includes the following:
- The LLC’s name and address of its principal office
- The state or country under whose law it was originally formed
- The address of the LLC’s registered office
- The name of the LLC’s registered agent there
- The names and addresses of the LLC’s managers, or, if there are no managers, at least one member
- A brief description of the nature of the LLC’s business
Additionally, LLCs in Granite State must keep the following types of records open to inspection at their office:
- Complete status of the LLC’s financial condition
- A copy of the LLC’s federal, state, and local income tax returns
- A list of the name and address of each member and manager
- A copy of the operating agreement and articles of organization, along with any amendments or relevant powers of attorney
- The amount of cash on hand and a statement of the consensus value of any property or services performed
- When and what each member has agreed to contribute in the future
An LLC is dissolved when any of the following occur:
- Upon the occurrence of an event specified in the operating agreement
- Upon the written consent of a majority of the LLC’s members
- Upon issuance of a notice of administrative dissolution by the state
- When decreed by a court order
An LLC has the availability of more deductions compared to corporations. An LLC can be a “pass-through entity” when it comes to taxes, so that the LLC owner or owners report business losses or profits on their personal tax returns, in the same way that a partnership would.
The tax rate for New Hampshire LLCs varies, based on New Hampshire taxable net income. New Hampshire’s personal income tax system is one of the nation’s most simple and inexpensive systems. With no separate tax brackets, New Hampshire’s five percent flat income tax only applies to dividend and interest income. As a result, many citizens have little or no income tax liability.