Are you looking for guidance on filing the New Hampshire Certificate of Formation so you can launch your own Limited Liability Company (LLC)?
Here, we’ll lay out the steps you need to follow to fill out the Certificate of Formation and answer some common questions about New Hampshire LLCs.
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Steps To Fill Out The New Hampshire LLC Certificate of Formation
The New Hampshire LLC Certificate of Formation (called the Articles of Organization in many states) is the official document filed with the New Hampshire Secretary of State, Corporations Division, to establish a Limited Liability Company (LLC). After the state approves the filing, the business can officially begin operating and register for the necessary business licenses and permits.
To file the New Hampshire Certificate of Formation, you will need to submit the completed Form LLC-1 Certificate of Formation to the New Hampshire Secretary of State. The form can be downloaded and sent by mail or filed online.
To get started filing online, visit the New Hampshire Secretary of State’s website, and if you haven’t already done so, create a new account.
Once logged in, select “Create a New Business.”
Then, after selecting “I am creating a new Domestic Business/Trade Name (DBA),” choose Limited Liability Company from the dropdown menu.
If you will need to hold a state occupational license in New Hampshire, such as an accountant, architect, veterinarian, etc., filing for a Professional Limited Liability Company (PLLC) is required instead of an LLC. Filing for a Professional LLC is very similar to filing for an LLC.
Related: What is a Professional Limited Liability Company?
Step 1: Pick a Name for the LLC
The first step in filling out the New Hampshire Certificate of Formation is to pick a business name.
There are a couple of requirements to be aware of when choosing a New Hampshire LLC name.
1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of New Hampshire. You can verify name availability by doing a New Hampshire LLC name search with the New Hampshire Secretary of State to be sure the LLC name is available.
2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
– L.L.C.
– LLC
– or similar abbreviations
Enter the LLC name, including the identifier, to continue.
Next, while not as common, if you previously reserved an LLC name or if the Certificate of Formation was rejected due to a name conflict, click on the “Yes” button and enter your information.
Step 2: Indicate the Primary Purpose of the LLC
In this section, you will enter some basic information regarding the activities of the LLC.
To do this, you will enter your business’s NAICS code. The NAICS, or North American Industry Classification System, is a classification system that groups businesses into similar industries to track economic activity.
While businesses could often choose from several activities, select the one that best reflects what your business will do.
Step 3: Appoint a Registered Agent
Every New Hampshire LLC must have a registered agent who is responsible for receiving legal documents on behalf of the LLC.
You can either appoint an individual such as yourself as the registered agent or someone else, such as a friend, family member, or business, such as a professional registered agent service. The registered agent must either be a New Hampshire resident (select “Individual”) or a business (select “Not-For-Profit” or “Business”) with a physical office in the state of New Hampshire.
The main requirements for being a New Hampshire registered agent are that the person be an adult and be at a physical address during normal business hours.
Related: What is a New Hampshire registered agent?
Step 4: Choose the Management Structure
The next step provides information regarding whether the LLC is Manager-Managed or Member-Managed.
A Member-Managed LLC is involved with the business’s day-to-day operations. Many LLCs are operated and run by the owner, in which case, they would be Member-Managed.
A Manager-Managed LLC refers to a Limited Liability Company that hires a manager to run the business, similar to hiring a CEO of a corporation.
Step 5: Select the LLC Duration
In step 5, you will enter the duration of the LLC. Most filers don’t have a specific end date in mind and would choose “Perpetual”; however, some businesses will have a date in mind. If so, enter the end date.
Step 6: Provide a Business Email Address
Next, enter a business email address. I recommend using an address that you frequently check, as the New Hampshire Secretary of State will send correspondence, such as the New Hampshrie LLC annual report reminder, to this address if you select this option.
Step 7: Enter the Names of LLC Members and/or Managers
Enter the name(s), address(es), and title(s) of all the LLC Members and/or Managers. If the LLC is Member-Managed, at least one Member should be added. If the LLC is Manager-Managed, at least one Manager should be added.
Step 8: Upload Attachments
If there are additional items you wish to include regarding the formation of the LLC (not very common), attach them in this section.
Step 9: Enter the Principal Business Information
This section is looking for the Principal Office Address and Mailing Address.
The Principal Office Address may be, but is not required to be, the actual place of the business to the physical street address or the main location where the business records are kept. A physical address must be used, as PO Boxes are not acceptable.
If a different address is preferred for receiving correspondence from the Secretary of State, a principal mailing address or a PO Box can be used.
Step 10: Certify the Certificate of Formation
The person filling out the Certificate of Formation (usually called an Organizer) will certify the information provided is correct. An Organizer is someone who is involved with the LLC formation and may or may not be a member, such as a mentor, attorney, or accountant, but any of the initial member(s) could be an organizer.
Next, the effective date of the Certificate of Formation will be entered. It’s common to choose “This statement will be effective on the date/time of electronic submission”; however, you can select a date up to 90 days in the future to start the LLC.
Last, an organizer’s signature is needed to file the Certificate of Formation.
Step 11: Review and Sign the Certificate of Formation
On the next screen, a final review of the information is presented. Take a look over this to make sure everything is correct.
Step 12: Pay and Submit the Certificate of Formation
Last, the state filing fee must be paid, and the Certificate of Formation must be submitted to the New Hampshire Secretary of State.
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New Hampshire LLC FAQs
How much does a New Hampshire LLC cost?
The state filing fee to start a New Hampshire LLC is $100.
How long does it take to set up a New Hampshire LLC?
The normal processing time for the state to process the Certificate of Formation is 3-7 business days for online filings and 3 weeks when filing by mail. If paying extra and filing in person, it should take under 2 hours.
Does New Hampshire require an LLC to have an operating agreement?
Under New Hampshire law, statute § 304-C:41 states that a New Hampshire operating agreement is optional. Despite the operating agreement not being required, it is recommended to have one as it can help to prevent disputes among members and protect the LLC’s legal status.
What is the difference between a domestic New Hampshire LLC and a foreign LLC?
A domestic New Hampshire LLC is an LLC that has formed as an entity in the state, while a foreign LLC is an out-of-state domestic LLC that wants to operate physically in the state of New Hampshire.
