Articles of Organization

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 (and a copy) must be signed by at least two of the LLC's organizers and a manager (if the LLC will be manager-managed) or a member (if the LLC will be member-managed). 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.

Registered Agent and Office

All New Hampshire LLCs must have a registered agent in the state-the person or office designated to receive official state correspondence, whether administrative or legal. A registered agent in New Hampshire may be an individual Granite State resident whose business office is the same as the LLC's registered office. The agent may also be a domestic corporation, an out-of-state corporation authorized to do business in New Hampshire with the same business office as the registered office, or the LLC itself.

The registered office may be but does not need to be the New Hampshire LLC's place of business.

Operating Agreement

Another important document for an LLC is its operating agreement, which can be amended or repealed as allowed by the agreement itself, or applicable state law. Having an operating agreement isn't specifically required by the state-but it's a critical internal document that officially lays out how the LLC will run. It should list the members, how much each has invested, how profits will be divided, and how much weight each member has when matters come to a vote.

It may also 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.

Membership in the LLC

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.

Ongoing Requirements

New Hampshire LLCs must file a report annually with the state secretary of state that includes:

• 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, Granite State LLCs 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

In addition, it's a good idea for your LLC to keep minutes of the proceedings and committees of the owners or members.

Dissolution

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

Taxes

An LLC offers some tax advantages over a corporation, including the availability of more deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation. Instead, it can be a "pass-through entity" when it comes to taxes, so that the LLC owners report business losses or profits on their personal tax returns, in the same manner as a partnership.

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.

Articles of Incorporation

After choosing a name, the next step for your brand new corporation in New Hampshire is filing articles of incorporation with the state, along with the $100 filing fee. This fee includes the $50 articles filing fee, plus another $50 fee for filing the required addendum form.

The certificate must be delivered to the state by one or more incorporators (there must be at least one), who are not required to be a director, officer, or shareholder of the corporation. The incorporator must also execute (sign) the articles.

The certificate must specify:

• The name and address of each incorporator
• The principal corporate purpose (can be very brief; New Hampshire allows a corporation to be formed for any lawful business activity)
• The number of shares that the corporation is authorized to issue

Before your new corporation can be registered with the state, however, the incorporator(s) must sign a statement of compliance with New Hampshire Securities Laws. In order to be exempt from those laws, the incorporator must certify that:

• There will be 10 or fewer owners of the corporation
• There will not be any published or circulated written advertising in order to ownership interests in the corporation
• All sales of ownership interests will be completed within 60 days of the formation of the corporation

New Hampshire also allows optional provisions to be included in the articles of incorporation. These can be items such as:

• Names and addresses of the initial directors
• Regulations regarding the powers of the corporation, its board of directors, and shareholders
• A par value for authorized shares or classes of shares
• Shareholder liability for corporate debts in certain situations
• Limitations on a director's or officer's liability for money damages to the corporation or its shareholders in certain situations.

Registered Agent and Office

All New Hampshire corporations must have a registered agent the state. The registered agent is the person or office designated to receive official state administrative and legal correspondence.

The corporation's registered agent must have a business office that is the same as the registered office and must be either a natural person who resides in New Hampshire, or a corporation authorized to conduct business there.

New Hampshire requires that every corporation have a registered office in the state, which may be the same of any of its places of business.

Bylaws

Bylaws lay out a corporation's basic managerial and legal operating principles; the corporation must keep a copy at its principal executive office, but is not required to file them with the state. Nonetheless, they are a critically important document for the corporation.

At its initial meeting, the incorporators or the corporation's board of directors must adopt corporate bylaws, and then keep them updated as time goes on. The corporation's board of directors can make, alter, amend, or repeal those bylaws, unless the articles of incorporation reserve this right to the shareholders. Bylaws normally address:

• Shareholders' and directors' meetings
• The authority, number, and tenure of directors
• Voting procedures
• The duties, responsibilities, and tenure of officers
• How stock is issued
• How and when annual financial information is provided to shareholders

Directors and Officers

A corporation's board of directors must be made up of one or more individuals according to the number specified in the articles of incorporation or the bylaws. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter.

If a board of directors has the power to fix or change the number of directors, the board may raise or lower by no more than 30 percent the number of directors last approved by the shareholders, but only the shareholders may increase or decrease by more than 30 percent the number of directors. The terms of all other directors expire at the next annual shareholders' meeting following their election.

Officers may be listed in the bylaws or elected by the board, and may appoint other officers in compliance with the bylaws. Also, one officer must be given the responsibility of preparing minutes of the directors' and shareholders' meetings and for authenticating corporate records. The same individual may simultaneously hold more than one office in a corporation.

Required Reports

An annual report must be filed with the New Hampshire Corporation Division between January 1 and April 1 starting the year after the calendar year of incorporation that includes:

• The corporation's name and the state or country under whose law it is incorporated
• The address of the corporation's registered New Hampshire office and the name of its registered agent there
• The address of the corporation's principal office
• The names and business addresses of the corporation's directors and principal officers
• A brief description of the nature of the corporation's business
• The signature of an officer, director, or any other person authorized by the board of directors to execute the annual report

Taxes

New Hampshire's corporate tax structure consists of two brackets, with a top rate of 9.25 percent that takes effect at an income level of $150,000. Among states levying corporate income taxes, New Hampshire's top rate ranks the state sixth highest nationally.

S corporation status is recognized by the State of New Hampshire.