How to Start a Limited Liability Partnership in New Hampshire | 2024 Guide

Start a Limited Liability Partnership in New Hampshire

A Limited Liability Partnership (LLP) is a popular business structure offering the flexibility of a partnership while providing limited liability protection like starting an LLC in New Hampshire. LLP structure is ideal for attorneys, accountants, and consultants. If you’re considering starting a Limited Liability Partnership in New Hampshire, this comprehensive guide will walk you through the necessary steps, from researching and planning to ongoing compliance and reporting requirements.

Webinarcare Editorial Team will help you gain knowledge through thorough research and market study. Before starting your New Hampshire LLP, all the steps in this article must guide you.

What is a Limited Liability Partnership?

Forming an LLP is like starting an LLC as well. However, there are differences in terms of it. A Limited Liability Partnership (LLP) is a type of business structure that combines elements of partnerships and corporations. It allows multiple individuals, known as partners, to jointly own and manage the business while providing limited liability protection to each partner. This means that each partner’s assets are generally protected from the debts and liabilities of the business, and they are only liable for their investment in the partnership.

LLPs are popular among professional service providers, such as lawyers, accountants, and consultants, as they allow for flexible management structures and profit-sharing arrangements. The partners in an LLP can directly manage the business, unlike forming a Corporation in New Hampshire, where a board of directors typically handles the management.

Each partner’s liability is also limited to the extent of their investment, and they are not personally responsible for the negligence or misconduct of other partners. This is a key difference between an LLP and New Hampshire General Partnership, where partners have unlimited liability for the partnership’s actions and other partners.

It is suggested that you speak with a legal professional before you begin setting up your limited liability partnership. They’ll understand what’s best for you and your company. To safeguard your personal assets from business debts, you can always start an LLC rather than a limited liability partnership.

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Steps in Starting a Limited Liability Partnership in New Hampshire

To form a limited liability partnership in New Hampshire, you must consider following the below guidelines that include research and planning, choosing an LLP name, designating a Registered Agent, filing for Certificate of Formation, drafting a partnership agreement, get an EIN, obtaining necessary licenses and permits, the opening of business bank account and maintain ongoing compliance and reporting requirements. 

Step 1: Research and Planning

Before forming an LLP in New Hampshire, you must familiarize yourself with the state’s laws and regulations governing LLPs. Conduct thorough research to determine if an LLP is the right business structure for your needs, and create a detailed business plan outlining your goals, strategies, and financial projections.

Step 2: Choose an LLP Name

Selecting a unique and appropriate name for your LLP is crucial. First, check the availability of your desired LLP name with the New Hampshire business registry. Ensure that your chosen name follows New Hampshire naming guidelines and requirements, which typically include the use of “Limited Liability Partnership” or “LLP” in the name. You can register and reserve the name with New Hampshire Secretary of State if desired.

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

  • Be distinguishable from other businesses registered in your state
  • Include the words “Limited Liability Partnership,” “LLP,” or a similar abbreviation.
  • Not include words that are restricted by your state
  • Ensure that your chosen name does not infringe on any existing trademarks or intellectual property rights.

However, to check the availability of your desired LLP name, you can also search the New Hampshire Secretary of State business name database and New Hampshire Business Name Search. 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 LLP 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 the New Hampshire Secretary of State.

You can check out how to file a DBA in New Hampshire for clearer understanding.

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Step 3: Designate a Registered Agent

In New Hampshire, you’ll need to designate a Registered Agent for your LLP. The Registered Agent is responsible for receiving the partnership’s important legal and tax documents. Choose a qualified individual or New Hampshire Registered Agent Services to serve as your LLP’s Registered Agent, ensuring that they meet New Hampshire requirements.

However, If you plan to become a Registered Agent of your own LLP, follow the steps below. Also, this applies a guideline in hiring your registered agent.

  • Research the requirements in the state where you want to offer your service. Each state has specific criteria, such as having a physical address and being available during normal business hours.
  • Obtain a physical address in the state(s) if needed.
  • Be familiar with the rules, regulations, and compliance requirements for businesses in your state.
  • Create a business plan outlining your services, pricing, and marketing strategy.
  • Register your business entity, such as an LLP, if required.

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Step 4: File a Certificate of Limited Liability Partnership

To officially form your LLP, you must file a Certificate of Limited Liability Partnership with the New Hampshire Secretary of State. Obtain the necessary forms and provide the required information, such as the LLP name, principal office address, registered agent’s name and address, names and addresses of partners, and management structure. Pay the required filing fee and submit the completed forms to the New Hampshire Secretary of State’s office.

Step 5: Draft a Partnership Agreement

A well-crafted partnership agreement is essential for governing your LLP and protecting the interests of its partners. This document should cover crucial provisions such as roles and responsibilities of partners, profit and loss sharing, decision-making processes, partner admission and withdrawal, and dispute resolution. Consider having the partnership agreement reviewed by an attorney to ensure its completeness and compliance with New Hampshire laws.

A partnership agreement should include the following:

  • Business name
  • Description of the business
  • Contact information of the business and its owners

Ownership of all business partners, decision-making, capital contribution, profits and distribution, death and disability, and withdrawal and addition of partners is one of the key factors to consider when forming or creating a partnership agreement. In this way, all business partners will understand what this is all about and how to proceed if the mentioned scenarios happen. 

Without a partnership agreement, your company will often be subject to the general partnership default laws of New Hampshire. The default laws in New Hampshire might not be appropriate for your requirements.

Step 6: Get an EIN

Your LLP must obtain New Hampshire Employer Identification Number (EIN) from the Internal Revenue Service (IRS). The application of an EIN 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.

After you have your EIN, you can benefit in several ways. It will give your LLP the absolute advantage necessary to operate at full capacity without encountering legal or judicial issues.

Step 7: Obtain the Necessary Licenses and Permits

Depending on your specific industry, you may need to obtain New Hampshire Business Licenses and permits to operate your LLP. Research your business’s licensing and permit requirements and apply for them accordingly.

You can check out the United States Business License & Licensing Fee Resources for more information about the costs in New Hampshire.

Step 8: Open a Business Bank Account and Obtain Insurance

Maintaining clear financial records is crucial for any business, so open a separate bank account for your New Hampshire LLP. Additionally, obtain the necessary New Hampshire Business Insurance, such as general liability insurance, professional liability insurance (if applicable), and workers’ compensation insurance (if you have employees). 

Check the Best Bank for Small Businesses in New Hampshire to open a bank account.

Step 9: Maintain Compliance and Reporting Requirements

Stay informed about and comply with relevant laws and regulations to keep your LLP in good standing. File Annual Reports with the New Hampshire Secretary of State (if required), maintain accurate financial and operational records, and file and pay required taxes at the federal, New Hampshire, and local levels.

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Advantages of Forming a Limited Liability Partnership in New Hampshire

While the specific advantages of forming an LLP in New Hampshire can vary depending on the state’s unique laws and regulations, several public benefits associated with LLPs often apply across jurisdictions. Here are some advantages to consider when forming an LLP in New Hampshire:

  • Limited Liability Protection: One of the main benefits of an LLP is its limited liability protection to its partners. This means that each partner’s assets are generally protected from the debts and liabilities of the business, and they are only liable for their investment in the partnership.
  • Pass-through Taxation: An LLP typically enjoys pass-through taxation, which means that the profits and losses of the business are passed through to the partners, who report them on their personal income tax returns. This avoids the double taxation often associated with corporations.
  • Flexible Management Structure: Unlike corporations requiring a board of directors, LLPs allow for a more flexible management structure. Partners in an LLP can directly manage the business and make decisions without needing a formal board.
  • Profit-sharing Flexibility: The partnership agreement can outline the distribution of profits and losses among partners, allowing for a customized profit-sharing arrangement based on the partners’ preferences and contributions.
  • Easier Formation and Compliance: Forming an LLP is generally less complicated and expensive than forming a corporation. Ongoing compliance requirements may also be less burdensome than other business entities, depending on the specific laws and regulations in New Hampshire.
  • Professional Credibility: Forming an LLP can enhance your business’s professional credibility, as it demonstrates a commitment to a formal business structure and can offer reassurance to clients, customers, and potential investors.

Bear in mind that the advantages of forming an LLP in New Hampshire may vary based on the specific laws and regulations governing LLPs. Researching the applicable laws and consulting with legal or financial advisors is essential to fully understand the benefits and requirements of forming an LLP in New Hampshire.

Cost of Forming an LLP in New Hampshire

The cost of forming an LLP in New Hampshire may vary depending on the required filing fees and any additional services you may need. The filing fee for a Certificate of Limited Liability Partnership typically ranges from $50 to $200, depending on the state.

Can I Form an LLP in Other States?

You can form an LLP (Limited Liability Partnership) in other states. To form an LLP in a different state, you must follow that state’s specific registration requirements and filing procedures. This usually involves filing an application or certificate of registration, paying a registration fee, and obtaining any necessary permits or licenses.

Additionally, you may need to register your LLP as New Hampshire Foreign LLC if you plan to conduct business in multiple states. It is advisable to consult with an attorney or a business consultant familiar with the laws and regulations of the state where you plan to form your LLP.

Can an LLP Need to Have One Owner?

An LLP (Limited Liability Partnership) cannot have just one owner. By definition, an LLP is a partnership, which means it requires at least two partners to be formed. If you want a business structure with limited liability protection and only one owner, you may consider forming a Single-Member LLC in New Hampshire instead. An LLC can have one or more owners, known as members, and offers limited liability protection and pass-through taxation. The requirements for forming an LLC will vary by state, so consult your state’s laws and regulations.

FAQs

What is a limited liability partnership in New Hampshire?
A limited liability partnership in New Hampshire is a type of business entity where partners have limited personal liability for the debts and actions of the partnership.
How many partners can there be in a limited liability partnership in New Hampshire?
There must be at least two partners in a limited liability partnership in New Hampshire.
What are the requirements for forming a limited liability partnership in New Hampshire?
In order to form a limited liability partnership in New Hampshire, you must file a Certificate of Limited Liability Partnership with the Secretary of State and pay a filing fee.
How can I find a registered agent for my New Hampshire limited liability partnership?
You can hire a New Hampshire registered agent service or designate a partner as the registered agent.
Do New Hampshire limited liability partnerships need to have a partnership agreement?
While a partnership agreement is not required by law, it is highly recommended in order to avoid disputes between partners and establish clear rules for the partnership.
Can a New Hampshire limited liability partnership be taxed as an S corporation?
Yes, a New Hampshire limited liability partnership can elect to be taxed as an S corporation.
How often must a New Hampshire limited liability partnership file an annual report?
A New Hampshire limited liability partnership must file an annual report every year with the Secretary of State.
What is the cost of filing a Certificate of Limited Liability Partnership in New Hampshire?
The filing fee for a Certificate of Limited Liability Partnership in New Hampshire is $100.
Can I file my Certificate of Limited Liability Partnership online in New Hampshire?
No, you cannot file your Certificate of Limited Liability Partnership online in New Hampshire. You must file by mail or in person.
Do I need to include a written partnership agreement in my application for a New Hampshire limited liability partnership?
No, you do not need to include a written partnership agreement in your application. However, it is highly recommended to have one in place.
Can a New Hampshire limited liability partnership have more than one office?
Yes, a New Hampshire limited liability partnership can have multiple locations and offices.
Will my New Hampshire limited liability partnership be a separate legal entity from me?
Yes, a New Hampshire limited liability partnership is considered a separate legal entity from its partners.
Can an out-of-state entity form a limited liability partnership in New Hampshire?
Yes, out-of-state entities can form limited liability partnerships in New Hampshire.
Can a foreign entity form a limited liability partnership in New Hampshire?
Yes, foreign entities can form limited liability partnerships in New Hampshire.
What is the difference between a limited liability partnership and a general partnership in New Hampshire?
In a limited liability partnership, partners have limited personal liability for the debts and actions of the partnership, whereas in a general partnership, partners have unlimited personal liability.
What is the difference between a limited liability partnership and a limited partnership in New Hampshire?
In a limited liability partnership, all partners have limited liability, whereas in a limited partnership, there are both general partners with unlimited liability and limited partners with limited liability.
Is a limited liability partnership better than a sole proprietorship in New Hampshire?
A limited liability partnership provides more protection for partners than a sole proprietorship, as the liability for debts and actions of the business is limited.
Can limited liability partnership status protect me from personal liability if I commit fraud in my New Hampshire business?
No, limited liability partnership status does not protect against personal liability if a partner engages in fraud, illegal conduct, or other wrongdoing.
Can a limited liability partnership in New Hampshire be managed by non-partners?
Yes, a limited liability partnership in New Hampshire can have managers who are not partners.
Can a limited liability partnership in New Hampshire have employees?
Yes, a limited liability partnership in New Hampshire can have employees.
Is there a limit to how long a limited liability partnership can operate in New Hampshire?
No, there is no limit to the duration of a limited liability partnership operation in New Hampshire.
Can I change the name of my New Hampshire limited liability partnership after it has been formed?
Yes, you can change the name of your New Hampshire limited liability partnership by filing a Certificate of Amendment with the Secretary of State.
Are there any restrictions on the names that can be used for a limited liability partnership in New Hampshire?
Names for New Hampshire limited liability partnerships must be distinguishable from other businesses registered in the state and can’t imply any unlawful activities.
Should I consult a lawyer before forming a limited liability partnership in New Hampshire?
While it is not required, it is highly recommended to consult a lawyer to ensure you understand the legal and financial implications involved in forming a limited liability partnership.
Are there any ongoing fees or requirements for maintaining a New Hampshire limited liability partnership?
Along with annual reports, New Hampshire Limited Liability Partnerships must renew every 5 years.
Are there any income tax benefits to forming a limited liability partnership in New Hampshire?
Limited Liability Partnership itself in New Hampshire doesn’t have state income tax obligations’ Its income taxes got passed to partners, retaining the franchise tax as a partnership’s fund.
Can New Hampshire limited liability partnership partners agree on how they will share profits and losses?
Yes, New Hampshire limited liability partnership partners can agree on how they will share profits and losses in the partnership agreement.
Is a New Hampshire limited liability partnership the right business structure for me?
The answer to this depends on your individual business goals and needs. It is important to consult a lawyer or other expert before selecting a business structure.
How long does it take to receive approval to form a limited liability partnership in New Hampshire?
Processing times to form limited liability partnerships can vary depending on the workload of the Secretary of State office but generally takes a few days to a couple of weeks.
How is a limited liability partnership taxed in New Hampshire?
A limited liability partnership in New Hampshire is taxed as a pass-through entity, meaning the profits and losses of the business are passed through to the individual partners and taxed as personal income.
How do I form a limited liability partnership in New Hampshire?
To form a limited liability partnership in New Hampshire, you must file a statement of qualification with the New Hampshire Secretary of State’s office.
What is the process for filing a statement of qualification in New Hampshire?
To file a statement of qualification in New Hampshire, you must provide the names and addresses of each partner, the name of the partnership, and a description of the partnership’s business activities.
How much does it cost to file a statement of qualification in New Hampshire?
The fee for filing a statement of qualification in New Hampshire is $100.
How many partners are required to form a limited liability partnership in New Hampshire?
In New Hampshire, there is no minimum or maximum number of partners required to form a limited liability partnership.
Can a limited liability partnership in New Hampshire have a single partner?
No, a limited liability partnership in New Hampshire is required to have at least two partners.
What is the liability protection offered by a limited liability partnership in New Hampshire?
A limited liability partnership in New Hampshire offers limited liability protection to its partners, meaning they are not personally liable for the partnership’s debts and obligations.
Can a partner in a limited liability partnership in New Hampshire be personally sued?
Yes, a partner in a limited liability partnership in New Hampshire can be personally sued for their own actions, but they are not liable for the partnership’s debts and obligations.
Does a limited liability partnership in New Hampshire require a partnership agreement?
Yes, a partnership agreement is required for a limited liability partnership in New Hampshire.
What should be included in a partnership agreement for a limited liability partnership in New Hampshire?
A partnership agreement for a limited liability partnership in New Hampshire should include the partners’ rights and responsibilities, the partnership’s business activities, and the procedures for adding or removing partners.
Does a limited liability partnership in New Hampshire require an operating agreement?
No, a limited liability partnership in New Hampshire does not require an operating agreement, but it is recommended.
Can an out-of-state partnership form a limited liability partnership in New Hampshire?
Yes, an out-of-state partnership can form a limited liability partnership in New Hampshire.
Can a limited liability partnership in New Hampshire own property?
Yes, a limited liability partnership in New Hampshire can own property in its name.
Can a limited liability partnership in New Hampshire hire employees?
Yes, a limited liability partnership in New Hampshire can hire employees.
Does a limited liability partnership in New Hampshire require a registered agent?
Yes, a limited liability partnership in New Hampshire must have a registered agent in the state.
Can I be the registered agent for my own limited liability partnership in New Hampshire?
Yes, you can be the registered agent for your own limited liability partnership in New Hampshire if you have a physical address in the state.
Can a limited liability partnership in New Hampshire change its partnership agreement?
Yes, a limited liability partnership in New Hampshire can change its partnership agreement with the agreement of all partners.
How do I dissolve a limited liability partnership in New Hampshire?
To dissolve a limited liability partnership in New Hampshire, you must file a certificate of dissolution with the Secretary of State’s office.
What happens to the assets of a dissolved limited liability partnership in New Hampshire?
The assets of a dissolved limited liability partnership in New Hampshire are distributed according to the provisions of the partnership agreement.
Can a limited liability partnership in New Hampshire be sued?
Yes, a limited liability partnership in New Hampshire can be sued.
How can I protect my personal assets as a partner in a limited liability partnership in New Hampshire?
You can protect your personal assets as a partner in a limited liability partnership in New Hampshire by maintaining compliance with all partnership agreements and conducting all business under the name of the partnership.
Can a limited liability partnership in New Hampshire be taxed as a corporation?
No, a limited liability partnership in New Hampshire cannot be taxed as a corporation.
Are limited liability partnerships in New Hampshire subject to annual registration fees?
Yes, limited liability partnerships in New Hampshire are subject to an annual fee of $100.
Can I convert a limited liability partnership in New Hampshire to a different business structure?
Yes, you can convert a limited liability partnership in New Hampshire to a different business structure by filing the necessary paperwork with the Secretary of State’s office.
Does a limited liability partnership in New Hampshire need to obtain any licenses or permits?
A limited liability partnership in New Hampshire may be subject to certain licensing and permit requirements based on the nature of its business activities.

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Conclusion

Starting an LLP in New Hampshire may seem daunting, but you can successfully establish and run your business with thorough research, planning, and compliance with legal requirements. Feel free to seek professional assistance from legal or financial advisors when needed to ensure your Limited Liability Partnership’s smooth operation and growth in New Hampshire.

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