Starting a Corporation in New Hampshire | What You Need to Know


Steve Bennett
Steve Bennett
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Start a Corporation in New Hampshire

In New Hampshire, starting a corporation can benefit entrepreneurs looking to establish a separate legal entity for their business. Incorporating your business provides liability protection for its owners and offers potential tax benefits and a professional image. This comprehensive guide will walk you through Starting a Corporation in New Hampshire, from choosing a corporate name to fulfilling ongoing compliance requirements. Some people consider starting a corporation since it has advantages and benefits rather than Starting an LLC in New Hampshire.

Webinarcare Editorial Team will help you gain knowledge in starting a corporation with thorough research and market study. It would be best to cross-check all the factors in this article before forming a corporation.

What is a Corporation in New Hampshire?

A corporation in New Hampshire is a business organization recognized as a separate legal entity from its owners, also known as shareholders. When a corporation is formed, shareholders invest capital by purchasing shares of stock and, in return, become partial company owners. The corporation is managed by a board of directors elected by the shareholders to oversee the company’s operations and make important decisions. Corporations in New Hampshire are required to have at least Five directors. One of the main advantages of a corporation in New Hampshire is that it provides limited liability protection to its shareholders, meaning their assets are not at risk if the corporation incurs debt or is legally sued.

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Common Types of Corporations

Before you start with a corporation, you should know what type of corporation you will form. There are several different forms of corporations you can take into consideration, depending on your corporation’s objectives and ownership structure.

C-Corporation

C-Corporation is the most known type of incorporation. They have almost all corporate distinguishing characteristics. Profits are distributed to corporate owners who are taxed at an individual level. The corporation is taxed similarly to a business unit.

S-Corporation

S-Corporation in New Hampshire is set up similarly to a C-corporation but has different tax implications and owner limits. An S-Corporation has no more than 100 stockholders and is not taxed separately. These business units must also file paperwork with the Internal Revenue Service (IRS) to obtain their status.

Nonprofit Corporation

Religious, educational, and charity institutions frequently use nonprofit businesses to run their operations without making a profit. Thus, a nonprofit corporation is exempt from paying taxes. The nonprofit organization’s gifts, contributions, or cash are reinvested in the company to fund its growth, future endeavors, or operations.

It is recommended to Start a Corporation in New Hampshire if you would like to provide limited liability protection to your shareholders rather than New Hampshire LLC. However, you may want to consult to LegalZoom’s Business Attorney before starting a business.

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How to Start a Corporation in New Hampshire

To start a corporation in New Hampshire, you must follow the below steps that, include choosing a corporate name, hiring a Registered Agent, appointing directors, filing for Articles of Incorporation, creating corporate bylaws, holding the initial board of directors, issuing stock, obtaining required licenses and permits, registering with state tax agencies, and annual reporting and ongoing compliance. All these steps are basic ones. It can be changed depending on the type of corporation you form and the nature of your business.

Step 1: Choosing a Corporate Name

The first step in starting a corporation is choosing an available name that complies with New Hampshire naming rules. Most states require that the name of a corporation be distinguishable from other registered business names and include a corporate designator such as “Corporation,” “Incorporated,” “Company,” or an abbreviation thereof.

Here are some guidelines you must follow while naming your corporation in New Hampshire-

  • Your business name must contain entity identifiers, such as “Incorporated,” “Limited,” “Corporation,” or “Company,” or an abbreviation, such as “Inc.,” “Co.,” or “Ltd.”
  • Exclude any words in your business name, such as “Trust,” “Bank,” “Credit Union,” or “Trustee,” or words related to a government agency, such as “FBI,” “State Department,” or “Treasury.”

To check the availability of your desired corporate name, you can search the New Hampshire Secretary of State‘s business name database and Business Name Search in New Hampshire. If the name is available, you may choose to reserve it for a specific period of 120 days by filing a name reservation application and paying the online name reservation fee of $15 and mail name reservation fee of $15. If your corporation plans to operate under a name other than its legal name, you may also need to register a fictitious or “doing business as” (DBA) name.

The DBA filing can be done by three methods, online, by mail, and in person filing., which costs around $50. In addition, the DBA’s validity in New Hampshire is five years, which you can file in New Hampshire Secretary of State.

You can check out How to File a DBA in New Hampshire for clearer understanding.

Step 2: Hire a Registered Agent

Hiring a Registered Agent is essential in starting a corporation. Registered Agent is a person or company responsible for receiving important legal documents, tax notices, and other correspondence on behalf of your corporation. They ensure that your corporation remains compliant with state regulations and requirements. There are New Hampshire Registered Agent Services to check in forming New Hampshire Corporation. We reviewed some of the best-registered agent services and provided features as an add-on with their packages.

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Step 3: Appointing Directors

Corporations in New Hampshire are required to have at least Five directors, though some states may require more. Directors are responsible for overseeing the corporation’s management and making major decisions on behalf of the company. In New Hampshire, directors must be at least 18 years old and do not need to be state residents.

When appointing directors, it is essential to consider individuals who are knowledgeable, trustworthy, and capable of making sound business decisions. Maintaining a record of appointed directors, including their names, addresses, and terms of service, is also a good idea.

Step 4: Preparing and Filing Articles of Incorporation

After you appoint the initial board of directors in your New Hampshire corporation, the next step is to write and file a Articles of Incorporation. In writing, the New Hampshire Articles of Incorporation, the corporation name, principal place of business, the purpose of business, Registered Agent contact information, and the names and addresses of incorporators and initial board members, should be written.

To officially form your New Hampshire corporation, you must prepare and file Articles of Incorporation with the New Hampshire Secretary of State. The Articles of Incorporation is a legal document that outlines essential information about your corporation, such as its name, address, purpose, and details about its stock.

The specific requirements for Articles of Incorporation vary by state, but generally, the document must include the following:

  • The corporate name
  • The purpose of the corporation
  • The name and address of the registered agent
  • The names and addresses of the initial directors
  • The number of authorized shares and their par value
  • The name and address of the incorporator(s)

Once the Articles of Incorporation are complete, please submit them to the New Hampshire Secretary of State’s office, along with the required filing fee. Fees vary by state, but in New Hampshire, the Articles of Incorporation filing fee costs around $100 for filing online, by mail, or in person. It is crucial to provide accurate and complete information on this document, as errors or omissions may result in delays or rejection of your filing.

  • Online Filing: Create an account/Log in to the SOS site, get the online form, fill it, and submit online
  • Offline filing: Send the form by mail or drop it off in person at Corporation Division, NH Dept. of State, 107 N Main St, Rm 204, Concord, NH 03301.

Step 5: Creating Corporate Bylaws

Now you are done filing Articles of Incorporation in New Hampshire, the next step is to draft corporate bylaws. While not always required by law, creating corporate bylaws is essential in establishing New Hampshire corporation. Bylaws are the internal rules and regulations that govern the corporation’s operations and management. They outline the rights and responsibilities of directors, officers, and shareholders and provide guidelines for holding meetings and making decisions.

Key provisions to include in your corporate bylaws may include:

  • The corporation’s purpose and principal place of business
  • The roles and responsibilities of directors, officers, and shareholders
  • The process for appointing and removing directors and officers
  • The procedures for holding annual and special meetings
  • The methods for amending the bylaws and Articles of Incorporation
  • The procedures for issuing stock and maintaining shareholder records

Once the bylaws are drafted, they must be adopted by the corporation’s board of directors. Keeping a copy of the bylaws with your corporate records and updating them to reflect changes in the corporation or applicable laws is essential.

Step 6: Holding the Initial Board of Directors Meeting

The initial board of directors meeting is a crucial milestone for your New Hampshire corporation. During this meeting, the directors will adopt the corporate bylaws, elect officers, and make other key decisions to set the foundation for the corporation’s operations.

The agenda for the initial board meeting may include the following:

  • Adopting the corporate bylaws
  • Ratifying any pre-incorporation actions taken by the incorporator(s)
  • Electing corporate officers (e.g., president, vice president, secretary, treasurer)
  • Designating a corporate bank account
  • Authorizing the issuance of stock
  • Approving necessary licenses, permits, and tax registrations

It is essential to keep detailed minutes of the initial board meeting, documenting the decisions made and actions taken. These minutes should be stored with your corporate records.

Step 7: Issuing Stock

Corporations in New Hampshire are required to issue stock to their owners, also known as shareholders. When preparing to issue stock, you must determine the number of authorized shares and their par value, as outlined in your Articles of Incorporation. You may choose to issue different classes of stock, each with its rights and privileges, such as voting rights and dividend preferences.

The process for issuing stock typically involves the board of directors approving a stock issuance resolution, determining the price per share, and recording the issuance in the corporation’s stock ledger. Maintaining accurate and up-to-date records of all stock transactions, including transfers and cancellations, is crucial to ensure proper ownership tracking and compliance with securities laws.

Step 8: Obtaining Required Licenses and Permits

Depending on the nature of your corporation’s activities and location, you may need to obtain various licenses and permits to operate legally. These may include federal, state, and local requirements, such as:

  • A Federal Employer Identification Number (EIN) for tax reporting and employee withholding purposes.
  • State sales and use tax registration, if your corporation sells taxable goods or services
  • Professional or occupational licenses for specific industries (e.g., healthcare, construction, food service)
  • New Hampshire Business Licenses, zoning permits, and health department approvals

Researching and obtaining all required New Hampshire licenses and permits before commencing operations and maintaining compliance with any ongoing renewal or reporting requirements is essential.

Step 10: Registering with State Tax Agencies

In addition to obtaining licenses and permits, your New Hampshire corporation may also need to register with various tax agencies. This may include registering for sales and use tax, obtaining an Employer Identification Number (EIN) in New Hampshire for payroll tax purposes, and filing state income tax and franchise tax returns.

An EIN will serve as the tax ID for your New Hampshire corporation. EIN can be obtained from the Internal Revenue Service (IRS). It is a 9-digit number similar to Social Security Number. EIN, however, is distinct from SSN. It is only used for business-related activities, particularly for submitting general taxes. The form must be completed and uploaded to the IRS website.

The application of an EIN in New Hampshire can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

Each state has tax requirements, so consult a tax professional or New Hampshire Department of Revenue Administration for guidance on your specific obligations.

Step 11: Annual Reporting and Ongoing Compliance

Once your New Hampshire corporation is up and running, you must fulfill ongoing reporting and compliance requirements to maintain good standing. This may include filing Annual Report with the New Hampshire Secretary of State, updating your corporate records to reflect changes in directors or officers, and staying current on any required licenses or permits.

In addition, it is essential to stay informed about changes in corporate laws and regulations that may impact your business and to seek professional advice when needed.

Paying Your Taxes in New Hampshire

Even if you have established your corporation in New Hampshire, pay your taxes and keep everything up to date so you won’t pay any penalty. Unlike an LLC, there is a corporate tax that every corporation in New Hampshire has to pay. On the other hand, they must pay income taxes based on their business income. Some other types of taxes in New Hampshire are sales tax, franchise tax (not applicable to all the states), and other state taxes.

Cost of Forming a Corporation in New Hampshire

In forming a corporation in New Hampshire, a filing and Annual fee must be paid. Without it, your corporation won’t operate. A corporation’s initial filing fee may vary from state to state. However, in New Hampshire, it costs $100 for filing online, by mail, or in person. The corporation in New Hampshire also has to file an Annual Report (though it might not be mandatory, it is recommended to file one). Ensure you comply with all the necessary fees and costs so your corporation will run successfully and smoothly.

FAQs

What is a corporation, and how does it differ from other business structures in New Hampshire?
A corporation is a separate legal entity that can enter contracts, own assets, and have its own liability in New Hampshire. It differs from other business structures in that it offers more protection from personal liability (as opposed to sole proprietorships or partnerships).
What’s the state incorporation process, and where do I find instructions?
To start a corporation in NH, you must file articles of incorporation with the Secretary of State. You can find detailed instructions and templates on their website.
What are the requirements for incorporating in New Hampshire?
To form a corporation in NH, you must have at least one registered agent located in the state, and you must also file articles of incorporation with the Secretary of State.
Can I reserve a company name before I incorporate?
Yes, you can reserve a company name for up to 120 days while you complete the incorporation process in New Hampshire.
What fees do I need to pay to start a corporation in NH?
The filing fee for articles of incorporation in NH is $100. There may be additional fees for expedited processing.
May I incorporate online in New Hampshire?
Yes, you can file articles of incorporation online in New Hampshire through the Secretary of State’s website.
What are the basic tax obligations of a corporation in New Hampshire?
Corporate income is subject to both state and federal taxation. In NH, the state business profits tax applies to corporations with more than $50,000 in taxable net business income.
Is a registered agent required to operate a corporation in New Hampshire?
Yes, at least one registered agent must be located in NH to form a corporation.
What taxes does a corporation have to collect in New Hampshire?
Corporations may need to collect sales tax on taxable goods and services sold in New Hampshire.
What are the minimum legal requirements regarding personnel for a corporation in NH?
There are no general legal requirements regarding personnel, but some corporations and depending on size must carry certain types of insurance in New Hampshire like workers’ compensation.
How do shareholders vote on key corporate matters in New Hampshire?
Shareholders may vote at annual meetings or conduct special meetings with notice according to corporate bylaws. Proxy voting is also allowed in NH.
Are officers and directors of a corporation liable for any corporate debts or obligations in New Hampshire?
The officers and directors are not typically personally liable, but there are some exceptions depending on corporate actions and NH laws.
When can my corporation start business activities after filing articles of incorporation?
A corporation can start running business activities as soon as it is officially formed, which typically takes a few business days after submitting articles of incorporation to the Secretary of State in New Hampshire.
What kinds of insurance coverage should a corporation have in New Hampshire?
Depending on the nature of the business, a corporation may carry general corporate insurance, including property, liability, and errors and omissions insurance.
Can I incorporate multiple businesses under the same corporation in New Hampshire?
Yes, several businesses can be created as separate units of the same corporation.
Who owns shares in a corporation, and how many must there be?
Shares are distributed among the owners of a corporation, whose number can vary, depending on the formation process.
How do I register my corporation with the state of New Hampshire?
File necessary paperwork after drafting articles of incorporation so your corporation can officially register with the state of New Hampshire.
What is “dissolution,” and how do I do it for a NH corporation?
Dissolving a corporation means discontinuing its operations in NH. To do so, you must follow specific steps, such as filing articles of dissolution with the Secretary of State.
What is the procedure for changing my corporation’s name in New Hampshire?
In NH, change your corporate name, file amended articles of incorporation with proper fee.
How do I qualify to do business as a foreign corporation in NH?
A qualifying foreign corporation must file a certificate of authority to do business with the New Hampshire Secretary of at least one registered agent.
Are there any business benefits available to corporations in New Hampshire?
Corporations in NH can access a range of potential benefits, including tax efficiency, limited liability, and access to capital through stocks and bonds.
Can anyone be a director of a New Hampshire corporation, and how many must be appointed?
Yes, anyone can be a corporate directors unlimited and determined by what the corporate articles of incorporation allow in New Hampshire.
What is the state sales tax rate for corporations selling items in New Hampshire?
New Humpshire does not have a sales tax for any items sold.
Does my corporation require a written partnership agreement to legally operate in New Hampshire?
Corporations enter into a bylaws agreement that specifies director and shareholder duties and executive roles as well as any limits themselves, but there is no mandatory partnership agreement in New Hampshire.
What penalties are there if my corporation fails to pay taxes and/or misses regulatory compliance deadlines in New Hampshire?
If you miss tax payment or compliance deadlines, you may incur fines, lawsuits, or penalties, in more extreme cases risking the dissolution of your corporation or suspension of your NH corporate license.
How long does a corporation’s status last in New Hampshire?
A corporation’s existence can last indefinitely, by continuation of the corporate officers or through a barring or revocation by New Hampshire’s Secretary of State.
Is my corporation name protected if it is unique to a brand in New Hampshire?
A corporation’s name may be protected if it is not connected to a brand a person is asking to protect through industry trademarks and regulations.
Is it necessary to pay a licensed attorney to incorporate my business in NH, or can I represent myself?
There is no requirements for hiring an attorney to incorporate and form a corporation, You may opt to represent yourself or enlist the services of an experienced business law attorney.
What is the minimum number of people required to start a corporation in New Hampshire?
Only one person is required to start a corporation in New Hampshire.
How much does it cost to form a corporation in New Hampshire?
The filing fee to form a corporation in New Hampshire is $100.
Do I need a physical address in New Hampshire to form a corporation there?
Yes, you need a physical address in New Hampshire to form a corporation there.
Can I operate my corporation business from outside of New Hampshire?
Yes, you can operate your corporation business from outside of New Hampshire.
How long does it take to form a corporation in New Hampshire?
It takes approximately 1-2 business days to form a corporation in New Hampshire.
Are there any residency requirements to form a corporation in New Hampshire?
No, there are no residency requirements to form a corporation in New Hampshire.
Can I form a corporation in New Hampshire if I’m not a US citizen?
Yes, you can form a corporation in New Hampshire if you’re not a US citizen.
Does New Hampshire offer any tax incentives for corporations?
Yes, New Hampshire offers various tax incentives to corporations.
What is an LLC and can I form one in New Hampshire?
An LLC is a Limited Liability Company. Yes, you can form an LLC in New Hampshire.
What is a registered agent and do I need one in New Hampshire?
A registered agent is a person or company that receives legal documents and notices on behalf of your corporation. Yes, you need a registered agent to form a corporation in New Hampshire.
Can I be my own registered agent for my New Hampshire corporation?
Yes, you can be your own registered agent for your New Hampshire corporation.
Do I need a business license to operate a corporation in New Hampshire?
Yes, you may need a business license to operate a corporation in New Hampshire.
Can I operate a home-based business as a corporation in New Hampshire?
Yes, you can operate a home-based business as a corporation in New Hampshire.
Do I need to file an annual report for my New Hampshire corporation and is there a fee for filing?
Yes, you need to file an annual report for your New Hampshire corporation and there is a $100 fee for filing.
Are there any restrictions on the name I can use when forming a corporation in New Hampshire?
Yes, the name of your corporation must not be already taken and should not be misleading to the public.
Can I change the name of my New Hampshire corporation after it’s been filed?
Yes, you can change the name of your New Hampshire corporation at any time.
How can I check if my desired corporation name is available in New Hampshire?
You can check the availability of your desired corporation name by searching the New Hampshire Secretary of State’s business name database.
Can I reserve a corporation name in New Hampshire before filing my paperwork?
Yes, you can reserve a corporation name in New Hampshire for $15.
What types of corporations can I form in New Hampshire?
You can form various types of corporations in New Hampshire including S Corporations, C Corporations, and Close Corporations.
How are corporate taxes calculated in New Hampshire?
New Hampshire does not have a state income tax on dividends or interest from your corporation.
Can a corporation raise capital through the sale of stock in New Hampshire?
Yes, a corporation can raise capital through the sale of stock in New Hampshire.
Do I need to publish a notice of incorporation for my New Hampshire corporation?
No, you do not need to publish a notice of incorporation for your New Hampshire corporation.
Can a corporation elect S Corporation status in New Hampshire?
Yes, a corporation can elect S Corporation status in New Hampshire.
What is an EIN and do I need one for my New Hampshire corporation?
An EIN is an Employer Identification Number and yes, you need one for your New Hampshire corporation.
How do I access the New Hampshire Secretary of State’s online filing system to form a corporation?
You can access the New Hampshire Secretary of State’s online filing system through their website.
Do I need to file for a foreign qualification to operate my New Hampshire corporation in other states?
Yes, you need to file for a foreign qualification to operate your New Hampshire corporation in other states.
Where can I get additional help or information to start a corporation in New Hampshire?
You can consult with a registered agent or business attorney to get additional help or information to start a corporation in New Hampshire.

Also Read

How to Save Money While Forming Your New Hampshire Corporation

First and foremost, it’s essential to do your research before starting the process of forming your corporation. Understand the legal requirements and regulations involved in starting a business in New Hampshire so that you can avoid any costly mistakes along the way. Many new business owners choose to hire a lawyer or accountant to help them navigate the process, but this can be a significant expense. Instead, consider utilizing online resources and guides to help you understand the process and save money on legal fees.

Another way to save money while forming your New Hampshire corporation is to take advantage of online incorporation services. These services can help streamline the process of forming your corporation and often cost significantly less than hiring a lawyer or accountant. Many online services offer packages that include everything you need to get your business up and running, including filing your articles of incorporation, obtaining your federal tax ID number, and more. This can save you time and money in the long run while still ensuring that your business is set up correctly.

When it comes to naming your corporation, consider choosing a name that is both unique and available for use in New Hampshire. To avoid potential legal issues down the line, conduct a thorough search to ensure that your chosen name is not already in use by another business in the state. This can prevent costly rebranding efforts later on and save you money in legal fees.

Additionally, when it comes to hiring employees for your new corporation, consider utilizing freelancers or independent contractors instead of full-time employees. By outsourcing tasks that don’t require a full-time employee, you can save money on payroll taxes, benefits, and other employee-related costs. This can help you keep your overhead low in the early stages of your business and allow you to invest more money back into growing your corporation.

Finally, be mindful of your business expenses and look for ways to cut costs where possible. Consider using free or low-cost resources for marketing and advertising, such as social media and networking events. You can also save money by purchasing used or refurbished equipment instead of buying brand new. By being conscious of your spending and looking for ways to save in every aspect of your business, you can help ensure that your new New Hampshire corporation is financially successful in the long run.

Conclusion

Starting a corporation in New Hampshire involves several critical steps, from choosing a corporate name to fulfilling ongoing compliance requirements. Following the steps outlined in this guide and seeking professional advice when needed, you can successfully establish your New Hampshire corporation and enjoy the benefits of limited liability, potential tax savings, and a professional business image.

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