LLC Formation Requirements
New Hampshire LLC Formation Statute
The following LLC formation statutes are from the New Hampshire Revised Limited Liability Company Act:
304-C:31 Certificate of Formation-General Requirements. –
I. In order to form a domestic limited liability company, one or more authorized persons shall deliver a certificate of formation to the secretary of state for filing.
II. (a) The certificate of formation shall set forth the name of the limited liability company.
(b) The certificate of formation shall set forth the address of the registered office and the name and address of the registered agent for service of process required to be maintained by RSA 304-C:36.
(c) The certificate of formation shall set forth the nature of the primary business or the purpose of the limited liability company. However, if, after its formation, a limited liability company engages in any other purpose permitted by law, by this act, and by its operating agreement, the limited liability company's actions in pursuing that other purpose shall not be deemed invalid merely because the other purpose was not set forth in the certificate of formation.
(d) The certificate of formation shall state whether the limited liability company is to be managed by its members or by persons, who may also be members, appointed as its managers under its operating agreement.
(e) The certificate of formation may set forth any other matters the members or managers decide to include.
III. Unless an effective time and date are specified in accordance with RSA 304-C:29, II, a domestic limited liability company is formed on the date and at the time of the filing of the certificate of formation with the secretary of state.
Source. 2012, 232:2, eff. Jan. 1, 2013. 2015, 273:11, eff. Jan. 1, 2016.
What This Means: Key Takeaways*
Required Information for New Hampshire LLC Formation:
- LLC’s name (Must meet New Hampshire LLC naming requirements)
- LLC principal office’s street and mailing address
- Registered agent’s name and New Hampshire registered office street address
- The primary purpose of the LLC
- Whether the LLC will be managed by members or managers
Optional Information for New Hampshire LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.
Recommended: For help with completing the LLC formation forms, visit our New Hampshire LLC Certificate of Formation guide.
Registered Agent Duties and Appointment
New Hampshire LLC laws define the duties and appointment of the LLC registered agent.
New Hampshire LLC Registered Agent Statute
The following registered agent statutes are from the New Hampshire Revised Limited Liability Company Act:
304-C:36 Limited Liability Company Registered Offices and Registered Agents. –
I. Each limited liability company shall have and maintain in the state of New Hampshire:
(a) A registered office that may be the same as any of its places of business; and
(b) A registered agent, which agent may be:
(1) An individual who resides in this state and whose residential or business office is identical with the registered office; or
(2) A corporation organized or authorized under RSA 292, RSA 293-A, or RSA 294-A whose business office is identical with the registered office; or
(3) A limited liability company formed or authorized under this act or a professional limited liability company formed or authorized under RSA 304-D whose business office is identical with the registered office; or
(4) A limited liability partnership formed or authorized under RSA 304-A:44 whose business office is identical with the registered office.
II. A limited liability company may change its registered office or registered agent, or both, by filing with the secretary of state a statement setting forth:
(a) The name of the limited liability company;
(b) The street address of its current registered office;
(c) If the street address of its registered office is to be changed, the street address to which the registered office is to be changed;
(d) The name and address of its current registered agent;
(e) If its registered agent is to be changed, the name and address of its successor registered agent; and
(f) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
III. A registered agent of a limited liability company may resign as registered agent by signing and filing a written notice of resignation with the secretary of state. The secretary of state shall mail a copy of the notice to the limited liability company at its principal office.
IV. The appointment of the registered agent shall terminate 31 days after filing of the notice of resignation with the secretary of state or on the appointment of a successor registered agent, whichever occurs first. The notice of resignation may include a statement that the registered office is also discontinued.
V. If a registered agent changes its address to another place in this state, it may change the address of the registered office of any limited liability company for which it is a registered agent by filing a statement with the secretary of state as required by paragraph II, except that the statement need be signed only by the registered agent. The statement shall recite that a copy of it has been mailed to the limited liability company.
Source. 2012, 232:2, eff. Jan. 1, 2013.
What This Means: Key Takeaways*
A New Hampshire registered agent must:
- Maintain a registered office in New Hampshire (i.e., no P.O. boxes)
- Be an individual, a New Hampshire corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Registered agent information is kept on file by the State of New Hampshire. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.
New Hampshire LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the New Hampshire Revised Limited Liability Company Act:
304-C:16 Operating Agreement. – "Operating agreement" means any agreement, including any amendments or restatements, whether referred to as a limited liability company agreement, operating agreement, or otherwise, of the member or members as to the internal affairs of a limited liability company or the conduct of its business.
304-C:40 Form of Operating Agreement. – Unless a written operating agreement provides otherwise, an operating agreement, including amendments to the operating agreement, may be written, oral, or implied by course of dealing or otherwise.
Source. 2012, 232:2, eff. Jan. 1, 2013. 2016, 246:2, eff. Aug. 9, 2016.
304-C:45 Operating Agreements May Provide Rights to any Persons, Including Non-Parties. – An operating agreement may provide rights to any person, including a person who is not a party to the operating agreement, to the extent set forth in writing.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Annual Report Requirements
New Hampshire LLC laws set out the requirements for annual LLC reporting. The State of New Hampshire has created the NH QuickStart annual report online portal to simplify the process.
New Hampshire LLC Annual Report Statute
The following annual report statutes are from the New Hampshire Revised Limited Liability Company Act:
304-C:194 Annual Reports to Secretary of State. –
I. Each domestic limited liability company and each foreign limited liability company registered to do business in this state, except limited liability companies making returns to the insurance commissioner, shall deliver to the secretary of state for filing an annual report that sets forth:
(a) The name of the limited liability company and the state or country under whose law it is formed;
(b) The address of its registered office and the name of its registered agent at that office in this state;
(c) The address of its principal office;
(d) The names and business addresses of its managers or, if there are no managers, at least one member; and
(e) A brief description of the nature of its business.
II. Information in the annual report shall be current as of January 1 of the year the report is due.
III. (a) Except as provided in subparagraph (b), the first annual report shall be delivered to the secretary of state between January 1 and April 1 of the year following the calendar year in which a domestic limited liability company was formed or a foreign limited liability company was registered to do business.
(b) A foreign limited liability company that has registered at any time between December 1 of the preceding year and April 1 of the current calendar year, or a domestic limited liability company that was formed during the same period, shall not be required to file an annual report during that year. Subsequent annual reports shall be delivered to the secretary of state between January 1 and April 1 of the following calendar years.
(a) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting domestic or foreign limited liability company in writing and return the report to it for correction.
(b) If the report is corrected to contain the information required by this section and delivered to the secretary of state within 30 days after the effective date of a notice under subparagraph (a), it is deemed to be timely filed.
What This Means: Key Takeaways*
Your New Hampshire LLC annual report must state the following information (and must be current as of the date of filing):
- The name of the LLC
- Street address of principal office and mailing address
- Street address of registered office and registered agent’s name
- The name, title, and address of at least one member/manager
- And additional information the state might need
Annual Report Due Dates:
- Annual reports are due by April 1 each year.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.