Not every limited liability company (LLC) lasts forever. In fact, many LLCs in New Hampshire are only intended to operate for a designated time period. Whatever your reasoning for closing up shop, the state of New Hampshire has a specific process that all LLCs must go through before they are considered to be officially dissolved.
Which steps are involved in the LLC dissolution process? Are there different processes for businesses based in New Hampshire and those expanded from other states? When do you need to dissolve your LLC? We’ll answer all of these questions and more in this article.
How Do You Dissolve a New Hampshire LLC?
When closing a business registered as an LLC in the state of New Hampshire, you’ll need to take care to dissolve your business exactly as the state outlines. The most important part of this process is filing the correct paperwork with the relevant legal entities, but this is far from the only vital step.
In addition to filing documentation of your New Hampshire LLC dissolution, you will need to liquidate the assets of your business, notify all individuals and business entities that have an interest in your company, and resolve any outstanding liabilities with vendors, suppliers, or clients.
There are potentially severe penalties for failing to comply with the New Hampshire LLC dissolution process, and you as a business owner could be personally responsible for your LLC’s liabilities and debts. Therefore, it’s extremely important that you complete each step outlined in this guide to ensure an effective and compliant dissolution.
As for the question of when you should dissolve your LLC, you should do this as soon as you’re certain you will no longer conduct business through this entity. This gives you an opportunity to close up shop with the knowledge that you’re not transacting any business after you start the dissolution process.
Dissolution for Domestic New Hampshire LLCs
Is your LLC based in New Hampshire, and registered as a domestic entity in this state? If so, you’ll start your dissolution process with a document known as the Certificate of Cancellation. This form will include some crucial information about your business, so you should fill it out carefully and accurately.
Among the info you’ll need to complete this form is the official business name of your LLC, the reason for canceling your LLC’s registration, the effective date of your cancellation, your name, title, signature, and the date.
When you’ve finished filling out the form, you can submit it to the Secretary of State by mail, online, or by hand. You will also need to pay your $35 filing fee, plus a $2 filing charge if using the online option. Typically, the Secretary of State takes 5-8 business days to process paper filings, while online and hand-delivered documents are processed in 3-5 business days.
But what does this process look like for a business that was formed outside the state and then expanded to New Hampshire?
Dissolution for Foreign LLCs in New Hampshire
If you operate a foreign LLC in the state of New Hampshire, the dissolution process looks quite different than it does for domestic entities. In fact, it’s actually technically called a cancellation rather than a dissolution.
To dissolve a foreign LLC in this state, you’ll first complete the Certification Request Form with the Department of Revenue. Unlike domestic LLCs, a foreign LLC looking to cancel their business in New Hampshire must first acquire a tax clearance. There is a $30 fee for this document. Once you have your tax clearance letter, you can start the actual cancellation process for your LLC.
Next, you’ll need to file the Application for Certificate of Cancellation of Registration of Foreign Limited Liability Company document. Much of the information for this form is the same as the info provided for the Certificate of Cancellation, but there are some differences for the foreign version.
This form requires your LLC’s official business name, the jurisdiction where you originally registered your LLC, a mailing address for potential future service of process deliveries, your name, title, signature, and the date.
After you fill out the form, you will submit it to the Secretary of State by mail, online, or in person. You will also need to pay your $35 filing fee, plus a $2 filing charge if using the online option. Typically, the Secretary of State takes 5-8 business days to process paper filings, while online and hand-delivered documents are processed in 3-5 business days.
Involuntary Dissolutions in New Hampshire
We should also discuss the potential for an LLC to be involuntarily dissolved by the state. There are several reasons this could happen, and most of them revolve around significant mistakes made by the LLC’s ownership group.
For instance, New Hampshire could involuntarily dissolve your LLC if you fail to pay your annual report fees within 60 days of their due dates in two consecutive years, fail to file your annual reports within 60 days for two straight years, operate your LLC without an active registered agent for at least 60 days, or fail to notify the state regarding a change to your registered agent.
It’s obviously never advisable to operate your LLC in a way that leads to the state dissolving it against your will. However, the penalties for administrative dissolution in this state aren’t particularly harsh. For example, you can reinstate your LLC by filing a reinstatement request with the Secretary of State, obtaining a tax clearance from the Department of Revenue, correcting the issues that originally led to your dissolution, and paying any overdue fees, fines, or penalties.
Still, if you keep operating your business after the state involuntarily dissolves it, you could open yourself up to all sorts of legal issues due to the continued operation of a non-compliant entity. In general, you should be as careful as possible when it comes to following the rules and regulations in this state.
It’s not that the process for dissolving or withdrawing your LLC in New Hampshire is terribly difficult. However, it is a process that you need to take great care to complete in a compliant fashion, or you could expose your business to a wide variety of potential legal complications and financial penalties. Trust us when we say it’s much smarter and easier to simply follow the directions with care to avoid any issues.
Do you need more information about operating an LLC in New Hampshire? Take a look at the following resources: