New Hampshire Corporation | How to Incorporate in New Hampshire | Learn About Incorporating in New Hampshire

Choosing a Corporation Name

The name of the New Hampshire corporation you’re starting up is very important-it’s one of your business organization’s first official acts, and it’s how people first meet your company.

Your company’s name must be distinguishable from any other registered or reserved New Hampshire business entity. Its name must be such that it cannot easily be confused with not only other business entities, but also government entities and political parties.

Your corporation’s name also is not allowed to include language that states or gives the impression that the corporation is organized for any purpose other than one permitted by state law and its articles of incorporation.

The corporation’s name must contain one or more of the following words, an abbreviation thereof, or words of similar meaning in another language: “Incorporated,” “Corporation,” or “Limited.”

It also may not include words or phrases (or their abbreviations or derivations) that are prohibited or restricted by the state. Your corporation may, however, use an alternate name for a limited period of time, subject to certain state requirements.

You can reserve an available corporate name for 120 days for $15.

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

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.

Requiment 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.

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