Start an LLC in New Hampshire (and Best LLC Services in NH)

Step 1: Name Your LLC

What’s in a name? Quite a bit, actually. Your business name is your New Hampshire LLC’s identity, its personality, its reputation. Find a name that sticks in customers’ minds – while conveying your brand qualities – and you’ve struck gold. A unique, memorable name can draw in new customers and keep existing ones coming back.

Your LLC name is going to appear everywhere: business cards, marketing collateral, websites, legal contracts, bank accounts, invoices, directories, and much more. So be sure that it conveys your product, service, brand, and values.

While you can (and should) be creative with your business name, there are certain state requirements that it must follow.

You may have fallen in love with an LLC name, but before you run with it, confirm that it follows the state’s naming rules. It must include a term that designates its business type, like “limited liability company,” “L.L.C.,” “LLC,” or a similar abbreviation. On top of that, it must be distinguishable from all other business names on record with the Secretary of State.

But what does a “distinguishable” name entail? If you find out that your name is taken, changing the following elements will NOT make it unique:

• Articles (“a,” “an,” and “the”)
• Plural vs. singular forms of the same word
• Standard vs. phonetic spellings of the same word
• Common abbreviations of the same word
• Adding or removing prefixes and/or suffixes
• Punctuation and special characters
• Spacing
• How a number is expressed (Arabic numerals vs. Roman numerals vs. spelled out)
• Business type designators like LLC, Inc., Ltd., or Corp.

So, if you need to distinguish your name, making small, syntactic changes won’t cut it. You must make significant alterations to its keywords.

For Example

Consider this: your friend Fanny wants to open a flower shop in Concord, New Hampshire. The name she is considering, Flowers by Fanny, LLC is already in use. So she comes up with a new one: Fanny’s Florals and Design, LLC. This name is similar to the original but includes new words, distinguishing it in the Secretary of State’s records.

Determine the Name Is Available

Of course, you will only need to make distinguishable changes if your name is already taken. Don’t make the mistake of ordering business cards, creating advertisements, and using a name on documents like the Certificate of Formation without first confirming it’s available. Use the Secretary of State’s Business Search to see if there’s an existing business using your desired name.

Maybe you pegged a distinguishable name right away, or maybe it took some modifications, but either way, once you have a unique name, you can lock it down by filing a name reservation.

Optional: Name Reservation

You may have fallen in love with a particular name, but still have some preparation and paperwork to sort out before starting your LLC, and you’re worried that someone will swipe it in the meantime. To calm your nerves, you can reserve that name in New Hampshire for a total of 120 days.

Think about Fanny. After making her name distinguishable, she’s ready to make it official, but if she’s waiting on some paperwork to start her LLC, she can place a hold by sending an Application for Reservation of Name and a $15 payment to:

Corporation Division, NH Dept. of State

107 N Main St, Rm 204

Concord, New Hampshire 03301-4989

Or, if you live in Concord, you can hand-deliver your form and payment to the State House Annex 3rd Floor, Rm 317 at 25 Capitol St., Concord, NH.

The standard processing time for mailed forms is 1-3 weeks. In-person, it will be processed while you wait, but you’ll need to pay a $25 expedited fee.

Step 2: Choose a Registered Agent

Fanny’s LLC is quickly taking shape, and if it’s going to operate in New Hampshire, she’ll need a go-between for state and legal communications. This is called the registered agent.

A registered agent is a key component of your budding LLC, handling all of its sensitive communication with the state so you don’t have to.

New Hampshire’s Certificate of Formation puts it this way: “the registered agent is the person who will receive service of process should the limited liability company be sued. The registered office is the registered agent’s business address where the registered agent can be found for in-hand service of process.”

LLC taxes, lawsuits, maintenance requirements, and more – the registered agent takes care of it all. If you had to do this yourself, it would pile additional tasks onto your already-full plate. Plus, your agent makes your business available to receive documents even when you’re out of town or away from the office. This is especially important if your physical office is outside New Hampshire and you foreign qualified your LLC here.

But maintaining an agent isn’t just a convenience, it’s required. You must include your agent’s name and address on your Certificate of Formation when you file, and it can be either an individual or a business entity.

Individual as Registered Agent

Most importantly, the individual must be a resident of the state of New Hampshire. An LLC cannot act as its own registered agent. Using a third party ensures that nothing falls through the cracks. The third party can be an accountant, an attorney, or even a friend. The agent must have a physical and mailing address in New Hampshire.

Registered Agent Service

It can be a lot easier, though, to use an LLC formation service as your registered agent, so we highly recommend it. Not only will they take care of business formation requirements, but they’ll also include a free registered agent service. Or, if you’d rather start your LLC on your own, you can use a national agent service to cover your agent duties.

During the life of your LLC you may, at some point, need to change your registered agent. Perhaps you want to switch from an individual to a professional service, or maybe your existing registered agent resigns. Either way, you’ll want to make the change as soon as possible because operating without an agent on file can lead to administrative dissolution.

Step 3: File the Formation Documents with the State

This is where the LLC formation process kicks into high gear. Let’s check back in with Fanny.

She’s reserved her unique business name and designated a registered agent, and she’s ready to get her LLC off the ground. It’s time for Fanny to take on the most important LLC document: the Certificate of Formation. This filing creates a record for Fanny’s Florals and Design, LLC with the New Hampshire Secretary of State, giving it authorization to commence business in the state.

New Hampshire offers three options for Certificate of Formation filing: online, by mail, and in person. So, whether you prefer the expediency of digital forms or the reliability of paper ones, there’s a filing method for you. Each method costs $100.

Online

First, set up an account on NH QuickStart, the state’s online filing portal. After logging in, click “Business Services,” then “Create a Business Online.” Select “Limited Liability Company” and follow the instructions to complete your form. The processing time of electronic submissions is 3-7 business days.

By Mail

You’re able to print a Certificate of Formation hard copy from your NHQuick Start account. After doing so, fill it out and mail it (with your $100 payment) to:

Corporation Division, NH Dept. of State

107 N Main St, Rm 204

Concord, NH 03301-4989  

The standard processing time is 1-3 weeks, though it could take longer during peak filing times.

Filing in Person

If you live in Concord, you’re welcome to hand-deliver your paper form and payment to the State House Annex, 3rd Floor, Rm 317 at 25 Capitol St.

Your hand-delivered form will be processed while you wait, but you will be charged an additional $25 expedited processing fee.

Step 4: Create an Operating Agreement

The operating agreement is the framework that holds up an LLC, the vital underpinning that establishes processes for its procedures, activities, and conduct. Essentially, it serves as your company’s bylaws.

LLCs aren’t required to adopt operating agreements in New Hampshire, but this doesn’t mean you should do business without one. An agreement gives your company a framework of standard operations, creates clear rules for your members, offers legal protection for assets, and legitimizes the business to courts and banks. It’s crucial to your LLC’s success.

Let’s say our friend Fanny sells a percentage of her company to two other owners. Her operating agreement could stipulate how the LLC’s assets would be distributed among them in the case of dissolution. But if she decided to maintain sole ownership, the agreement could be used in court as evidence that the LLC’s assets are separate from her personal ones. These are just two examples, but the operating agreement governs everything from member duties to the tax structure.

If you’ve decided to draft an agreement, there are two ways to go about it:

• Write it yourself. Don’t be intimidated by this option. There are plenty of free online templates that serve as helpful guides. You can create an effective document from most of the templates out there, but our favorite free template is from TRUiC.
• Hire an attorney. If you want to be absolutely sure that you don’t miss any important details, an attorney can write or review the agreement for you, ensuring that it includes all necessary information.

What are default laws?

Each state has its own set of generic, baseline laws for how LLCs should operate. These laws, however, only govern matters not included in your operating agreement. Take dissolution, for example. If your LLC ever dissolves, your operating agreement would determine what happens to its remaining assets and debts. But if you fail to include it in the agreement, the state will make that decision for you.

Because default laws are broad and not tailored to your specific business, they often aren’t in your LLC’s best interest, so it’s best to avoid them by being as comprehensive as possible in your agreement.

Step 5: Get an EIN

There’s simply no way to avoid taxes. In fact, it’s illegal to try, so don’t do it.

Federally, LLCs are classified as “pass-through” entities, businesses that don’t file corporate tax returns, but whose owners include income and losses on their individual returns. Still, there are certain circumstances that require LLCs to pay federal taxes, like classifying as a corporation, hiring employees, or selling merchandise. So, in Fanny’s case, if she plans on hiring additional florists and selling bouquets, she will need to apply for an EIN.

The Employer Identification Number (EIN) is a nine-digit number that the IRS will use to identify your company’s tax accounts, so if you pay any business taxes, it’s extremely important to have one. Click the “Do I need an EIN?” link on this page to see if you fall into this category. If so, apply for an EIN one of three ways:

Online

Need to get this done quick? File online – it’s by far the most efficient method. You can only complete the process between 7 a.m. and 10 p.m. EST, Monday through Friday, but you’ll receive your number immediately upon finishing the digital form. Keep in mind that you will need to provide a valid individual taxpayer number (like a Social Security Number) as part of the process.

Fax

You might prefer the feel and security of a paper form. In this case, download Form SS-4, complete it, and fax it to (855) 641-6935. You will receive your EIN within four business days.

Mail

Or, there’s always trusty postal mail. However, this is the slowest option, as processing typically takes around four weeks. If that doesn’t deter you, fill out Form SS-4 and send it to:

Internal Revenue Service Operation

Attn: EIN Operation

Cincinnati, OH 45999

Okay, so you’ve filed the Certificate of Formation, designated a registered agent, adopted an operating agreement, and filed for an EIN. Time to start doing business, right? Sorry, there are a couple of additional steps you may need to take first. But don’t worry, you’re almost there!

Step 6: Taxes, Licensing, & Income Reporting

For all intents and purposes, most LLCs will be official after completing all the prior steps. Still, it’s important for business owners like Fanny to keep looking ahead, as there are certain maintenance requirements to keep a New Hampshire LLC running smoothly and in good standing with the state.

Before you start doing business, create a plan for the following potential LLC requirements:

Federal Taxes

As mentioned earlier, LLCs are almost always classified as “pass-through” entities, which means that they don’t pay income taxes directly to the federal government. That responsibility falls instead on the owners, who must include business income and losses on their personal 1040 tax returns and/or Schedule C. LLCs are flexible with tax structure, so you can choose to have yours taxed like a corporation instead. In this case, it would need to file a separate corporate tax return.

State Taxes

New Hampshire doesn’t have a personal income tax, so your LLC’s income – which is reported as personal income – won’t be subject to it. However, the state does impose a Business Enterprise Tax (BET) and a Business Profits Tax (BPT) on its LLCs. The BET is assessed on the enterprise tax base, or the combined total of all compensation paid or accrued, all interest paid or accrued, and all dividends paid by the business. It is only required of entities with more than $217,000 of gross receipts from all their activities, or an enterprise value tax base of more than $108,000.

The BPT is a tax assessed on income made on business activity within the state and is only necessary for entities with $50,000 or more of gross receipts from all their activities. Both taxes are due on the 15th day of the 3rd month following the end of the taxable period.

Additional Taxes

There is no Sales Tax, Use Tax, or Withholding Tax in New Hampshire, three of the most common business-related state taxes. But if your LLC hires employees, it will be subject to an Unemployment Insurance Tax. See here for more information.

Plus, depending on your LLC’s location, it may owe a local tax to its city, municipality, or county. Consult your local government’s website to find out.

Licensing

State licenses and permits, including a professional license, may be required before a business can begin operations.

Fanny, for example, may need to obtain a Plant Dealer License from the Department of Agriculture if she plans on selling rooted flowers from her shop. Or, if she wants to sell sandwiches to her customers, she would need a license from the Department of Health and Human Services. The New Hampshire Employment Security website has a list of licensed, certified, and registered occupations; check it out to see if your LLC requires any licensure.

Certain cities and counties require their own specific licenses on top of any state ones, so you should also check with your local government.

Reporting

Once you’ve taken all the steps to start your LLC, you’ll be off and running, making deals and growing the company. But when things are moving 100 miles per hour, don’t forget that New Hampshire requires all of its businesses to submit one important recurring filing: the Annual Report.

Each year, your LLC will need to file an Annual Report between January 1 and April 1. You can file online, by mail, or in person. See the Formation Documents section for filing details.

The Annual Report’s filing fee is $100, but don’t be late! Reports submitted after April 1 will be charged an additional $50 late fee and your LLC will lose its good standing with the state. If you fail to file an Annual Report for two consecutive years, the state will administratively dissolve your LLC.

And we’ve come to the end. It’s a long process, and not always easy, but the reward is well worth it. If you’ve made it this far, congratulations! Your New Hampshire LLC is ready for takeoff. So go ahead and start with that big sale, promotional campaign, or business deal. Maybe you’ll see Fanny out there in the business world, selling her beautiful floral creations.