How to Dissolve a Business in New Hampshire | Essential Steps

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Dissolve New Hampshire LLC

Deciding to dissolve a Limited Liability Company can be difficult for business owners. Still, it is sometimes necessary due to changes in the business landscape, financial challenges, or personal reasons. Dissolving a business requires specific steps and regulations to complete the process correctly and legally. This comprehensive guide will teach you how to dissolve a business in New Hampshire.

Webinarcare Editorial Team will help you easily dissolve your business. You must be guided by all the factors gathered in this article.

How to Dissolve a Business in New Hampshire

If you are starting an LLC in New Hampshire, having an operating agreement is one of the key requirements in dissolving a business. Before starting the legal paperwork, there are a few things to remember. Initially, confirm that all LLC members agree with closing the business. Once everyone is ready, voting should be used to document everyone’s assent. They must vote in favor of the dissolution before the legal procedure may begin. The procedures for the dissolution are listed below.

How to Dissolve a Business in New Hampshire

Dissolving a business in New Hampshire requires following specific steps to ensure a smooth and legally compliant process. The process usually includes the following steps:

Step 1: Make the Decision

Before dissolving your business, ensure this decision is right for your New Hampshire business. Consider discussing the decision with your business partners, members, or legal counsel to weigh the pros and cons and determine if dissolving the business is best.

Step 2: Hold a Formal Vote

Once you’ve decided to dissolve your New Hampshire business, you’ll need to hold a formal vote among the members to approve the dissolution. This step is important because it ensures that all members know and agree to the decision to dissolve the business.

To hold a formal vote:

  • Review your New Hampshire Operating Agreement to determine the required voting procedures, such as the percentage of affirmative votes needed for approval.
  • Notify all New Hampshire members of the upcoming vote and give them sufficient time to review the matter and make an informed decision.
  • Conduct the vote according to the procedures outlined in your operating agreement.
  • Record the vote results in your business meeting minutes or a written resolution.

If most members approve the dissolution, you can proceed with the dissolution process.

Get a Professional Service

It’s important to get legal assistance when dissolving an LLC. With that, you must have a Registered Agent. Ensure that the Registered Agent you choose is qualified and legal since they will file the Article of Dissolution for your LLC. We reviewed the Best Registered Agent Services in New Hampshire for you to check out.

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Step 3: Settle the Outstanding Debts and Liabilities

You must settle all outstanding debts and liabilities before dissolving your New Hampshire business. This includes paying off loans, settling pending lawsuits, paying owed taxes, and fulfilling any remaining contractual obligations. You can inform your New Hampshire Business Attorney to ensure it is settled.

To settle your New Hampshire business’ debts and liabilities:

  • Review your business’ financial records to identify all outstanding debts and liabilities.
  • Contact creditors, lenders, and other parties to whom your business owes money or obligations, and arrange for payment or settlement.
  • If your business does not have sufficient funds or assets to cover all outstanding debts and liabilities, consult with legal counsel to determine the best course of action for settling these obligations.

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Step 4: Distribute the Remaining Assets to Members

Once all debts and liabilities have been settled, you can distribute any remaining assets to the business members. Your operating agreement should do this or, if no such agreement exists, in proportion to each member’s ownership interest in the business.

To distribute assets:

  • Determine the fair market value of the remaining assets, such as real estate, equipment, or inventory. 
  • Calculate each member’s ownership interest in the business based on the operating agreement or their initial capital contribution.
  • Distribute the assets to each member according to their ownership interest.
  • Keep detailed records of all asset distributions for tax and legal purposes.

Step 5: File the Articles of Dissolution

After settling debts and distributing assets, you’ll need to file the Articles of Dissolution with the New Hampshire Secretary of State to dissolve your New Hampshire business officially. This document provides the state with notice that your business is ceasing operations and will no longer conduct business.

To file the Articles of Dissolution:

  1. Obtain the appropriate form from the New Hampshire Secretary of State‘s website. Access the New Hampshire Secretary of State’s website and navigate to the Corporation Division for the required documents.
  2. Fill out the Articles of Dissolution Form with the required information, including your New Hampshire business name, the date of dissolution, and any other necessary details.
  3. Pay the filing fee of $35 in the New Hampshire Secretary of State’s office.
  4. Submit the completed form and payment to the New Hampshire Secretary of State’s office, either by mail or online, depending on your New Hampshire’s filing options.

Once your Articles of Dissolution have been processed and approved, your New Hampshire business will officially be dissolved.

Mail to: 
New Hampshire Secretary of State
Corporation Division, NH Dept. of State, 107 N Main St, Rm 204, Concord, NH 03301

Filling Fee:
$35

Step 6: Notify the IRS and Government Agencies

After dissolving your business with the New Hampshire Secretary of State, you’ll need to notify the Internal Revenue Service (IRS) and other New Hampshire government agencies of the dissolution. This is important to ensure your business complies with tax laws and other regulations.

To notify the IRS of the dissolution:

  1. File your final federal tax return using Form 1065 and check the box indicating that it is the final return for your business.
  2. Cancel your Employer Identification Number (EIN) in New Hampshire by mailing a letter to the IRS at the address where you filed your tax return. Include your EIN, business name, and reason for cancellation in the letter.
  3. Update your New Hampshire business status with any other relevant government agencies, such as the New Hampshire Department of Revenue, Department of Labor, and local licensing and permitting offices.

Step 7: Cancel Licenses, Permits, and Insurance Policies

To fully dissolve your New Hampshire business, you’ll need to cancel any business licenses, permits, and insurance policies associated with your business. This may include New Hampshire Business Licenses, professional licenses, sales tax permits, and any other permits required for your industry.

You must contact the issuing agency to cancel your licenses and permits and follow their specific cancellation procedures. You should also contact your insurance provider to cancel any remaining business insurance policies. With the cancellation of the mentioned licenses, permits, and Business Insurances in New Hampshire, you also need to remove a Registered Agent since he won’t be able to continue filing documents for your business unless you are the Registered Agent of your business. 

Step 8: Maintain Records of the Dissolution Process

For legal and tax purposes, it’s important to maintain detailed records of the steps taken to dissolve your New Hampshire business. This includes documentation of the formal vote to dissolve the business, debt settlements, asset distribution records, and copies of filed state and federal tax returns.

Keep these records for at least seven years, as they may be needed in the event of an IRS audit or other legal issues arising from the dissolution.

Cost of Dissolving an LLC in New Hampshire

The cost of dissolving an LLC in New Hampshire can vary based upon various factors. The New Hampshire Articles of the Dissolution filing fee cost $35. Other costs include any outstanding taxes or debts the business owes and potential costs for settling business contracts or selling business assets.

It’s also important to factor in professional fees, such as if you hire an attorney or accountant to assist with the dissolution process. After the LLC is dissolved, the remaining company assets are divided among the members. The exact breakdown of these costs can often be complex and will depend on the specific circumstances of the LLC, so consulting with a legal or financial advisor can be helpful.

Reasons Why an LLC in New Hampshire Dissolves

There are numerous reasons why an LLC in New Hampshire dissolves, and these reasons could impact other LLCs. It is best to understand the why’s and how to deal with it rather than knowing that your LLC may dissolve sooner or later. Here is the list of possible reasons why an LLC dissolves.

  1. Expired Duration: In New Hampshire, an LLC will automatically dissolve if it reaches the end of its defined duration stated in the Articles of Organization.
  2. Member Vote: An LLC may dissolve in New Hampshire if the members vote for dissolution. Usually, the LLC Operating Agreement outlines the percentage of member votes required to dissolve the LLC.
  3. Judicial Dissolution: A court in New Hampshire may order the dissolution of an LLC if it is in the best interests of the members, especially in cases of fraud, illegal activities, or oppressive behavior.
  4. Bankruptcy: If the LLC becomes insolvent and cannot pay its debts, it may be forced into bankruptcy. This usually leads to the dissolution of the LLC.
  5. Non-compliance: If the LLC does not comply with state laws or fails to meet legal requirements, such as filing annual reports or paying taxes, the state may forcibly dissolve the LLC.
  6. Merger or Consolidation: If the LLC in New Hampshire merges or consolidates with another company and the LLC is not the surviving entity, it will be dissolved.
  7. Death or Withdrawal of a Member: Unless specified otherwise in the Operating Agreement, the death, withdrawal, bankruptcy, or incompetence of a member may cause the LLC to dissolve.

Please note that the process for dissolution typically includes settling all business debts, distributing any remaining assets among the members, and filing a formal notice of dissolution with the New Hampshire Secretary of State.

After the New Hampshire LLC Dissolution

Once your New Hampshire business has been dissolved, it typically cannot be reinstated or “taken back” after a few years. Instead, you would need to form a new LLC in New Hampshire if you wish to operate a business under a limited liability company structure again.

To create a new New Hampshire LLC, you would need to follow the standard formation process, which generally includes the following:

  • Choosing a Unique Business Name: Ensure that another business does not already use the name you choose in New Hampshire and complies with state-specific naming requirements.
  • Appointing a Registered Agent: Designate a Registered Agent who will be responsible for receiving legal correspondence on behalf of your LLC.
  • Filing Certificate of Formation: Submit the Certificate of Formation with the New Hampshire Secretary of State’s office, along with the required filing fee.
  • Creating an Operating Agreement: Draft an agreement outlining the rules and regulations governing your new LLC, including member roles, ownership percentages, and management structure.
  • Obtaining Necessary Licenses and Permits: Apply for any required business licenses, permits, and tax registrations with the appropriate state and local authorities.
  • Registering with the Internal Revenue Service (IRS): Obtain an Employer Identification Number (EIN) from the IRS, which will be necessary for tax purposes and other business activities.

Availability of the Business Name

When a business is in New Hampshire was dissolved, the business name becomes available for other business owners to use after a certain period. However, the specific rules and regulations regarding the availability of a dissolved business name can vary. Keep in mind that even if the name becomes available, other factors, such as trademarks or potential confusion with existing businesses, may still impact the ability of another business owner to use the name.

FAQs

How do I dissolve my New Hampshire LLC?
To dissolve your New Hampshire LLC, you need to file the Articles of Dissolution with the New Hampshire Secretary of State.
What is the Articles of Dissolution?
The Articles of Dissolution is a legal document that formally dissolves an LLC.
Can I dissolve my New Hampshire LLC online?
Yes, you may dissolve your New Hampshire LLC online by using the NH QuickStart online filing system.
How long does it take to dissolve a New Hampshire LLC?
It generally takes around 7 to 10 business days for the state to process your Articles of Dissolution and dissolve your New Hampshire LLC.
Is there a fee to dissolve a New Hampshire LLC?
Yes, there is a $25 filing fee to dissolve a New Hampshire LLC.
What happens after I file my Articles of Dissolution?
After filing your Articles of Dissolution, the New Hampshire Secretary of State will dissolve your LLC and you will no longer be responsible for state filings or taxes.
Do I need to notify my creditors and the IRS when dissolving my New Hampshire LLC?
Yes, it’s a good idea to notify your creditors and the IRS when dissolving your New Hampshire LLC. You may also need to file final tax returns.
What is the difference between voluntary and involuntary dissolution?
Voluntary dissolution is when you choose to dissolve your LLC, while involuntary dissolution is when the state dissolves your LLC for failure to comply with state regulations.
What are the consequences of an LLC dissolution?
Once an LLC is dissolved, it no longer exists as a legal entity and cannot conduct business or own property.
Can I revoke a dissolution after filing the Articles of Dissolution for my New Hampshire LLC?
Yes, you can revoke a dissolution if you file a Certificate of Revocation of Dissolution with the New Hampshire Secretary of State within 120 days of filing the Articles of Dissolution.
What is the process to revive a dissolved New Hampshire LLC?
To revive a dissolved New Hampshire LLC, you need to file a Certificate of Revival with the New Hampshire Secretary of State.
Is there a time limit on reviving a dissolved New Hampshire LLC?
No, there is no time limit on reviving a dissolved New Hampshire LLC.
Can I still be held liable for the actions of my New Hampshire LLC after it has been dissolved?
Generally, no, you cannot be held liable for the actions of your dissolved New Hampshire LLC. However, there may be exceptions in certain cases.
Will I be personally liable for any remaining debts or obligations of my dissolved New Hampshire LLC?
No, you will not be personally liable for any remaining debts or obligations of your dissolved New Hampshire LLC if you’ve properly dissolved the LLC.
Do I need to dissolve my New Hampshire LLC if I never did any business?
Yes, you need to dissolve your New Hampshire LLC if you’ve registered it with the state, even if you’ve never conducted any business.
If I never filed any taxes for my New Hampshire LLC, do I still need to file final tax returns when dissolving?
Yes, you still need to file final tax returns for your New Hampshire LLC if you’ve never filed any taxes.
Can I dissolve my New Hampshire LLC if it’s facing lawsuits or legal action?
Yes, you can dissolve your New Hampshire LLC if it’s facing lawsuits or legal action.
Do I need to pay any outstanding fees or taxes before dissolving my New Hampshire LLC?
Yes, you need to pay any outstanding fees or taxes owed to the state before dissolving your New Hampshire LLC.
Can I dissolve my New Hampshire LLC if it still owes debts?
Yes, you can dissolve your New Hampshire LLC if it still owes debts. However, the LLC will still be responsible for paying these debts.
Will my New Hampshire LLC be automatically dissolved if I stop paying annual fees and taxes?
No, your New Hampshire LLC will not be automatically dissolved if you stop paying your annual fees and taxes. It will still be considered an active LLC.
Will I receive any confirmation once my New Hampshire LLC is dissolved?
Yes, you will receive a copy of your filed Articles of Dissolution confirming that your New Hampshire LLC has been dissolved.
Is an attorney required to dissolve a New Hampshire LLC?
No, an attorney is not required to dissolve a New Hampshire LLC, but it’s recommended to seek legal advice for any complex cases.
Can I dissolve my New Hampshire LLC by mail?
Yes, you can dissolve your New Hampshire LLC by mail. You need to send your Articles of Dissolution with the filing fee to the Secretary of State’s office.
Can I dissolve my New Hampshire LLC even if it has outstanding tax debts?
Yes, you can dissolve your New Hampshire LLC even if it has outstanding tax debts. However, you will still need to pay these debts.
What happens to the assets of my New Hampshire LLC when it’s dissolved?
The assets of a dissolved New Hampshire LLC are usually distributed to its members after all debts and obligations have been paid.
Can I still use the same business name after dissolving my New Hampshire LLC?
No, once your New Hampshire LLC is dissolved, you cannot use the same business name as it will be available for other businesses to use.
What happens if I don’t dissolve my New Hampshire LLC and just stop using it?
If you don’t dissolve your New Hampshire LLC and stop using it, you will still be responsible for paying annual fees and taxes to the state.
Do I need to notify my employees when dissolving my New Hampshire LLC?
Yes, you need to notify your employees when dissolving your New Hampshire LLC as they may have unpaid wages or taxes owed to them.
What types of New Hampshire businesses can be dissolved?
Any type of business, including corporations and LLCs, registered in New Hampshire can be dissolved.
What is the fee for dissolving a New Hampshire LLC?
There is a $100 fee for filing articles of dissolution with the New Hampshire Secretary of State’s office.
Can a single member LLC in New Hampshire be dissolved voluntarily?
Yes, a single member LLC in New Hampshire can be dissolved voluntarily by filing articles of dissolution with the Secretary of State’s office.
What documents do I need to file to dissolve my New Hampshire LLC?
You will need to file articles of dissolution with the New Hampshire Secretary of State’s office.
Will I receive a confirmation once my New Hampshire LLC is dissolved?
Yes, you should receive a confirmation from the New Hampshire Secretary of State’s office.
Can a New Hampshire LLC be dissolved by court order?
Yes, it is a possibility that a New Hampshire LLC could be dissolved by court order if a legal action is initiated.
What happens to any outstanding debts once my New Hampshire LLC is dissolved?
Any outstanding debts of the LLC must be paid before the LLC can be dissolved.
What happens to the assets of my New Hampshire LLC once it’s dissolved?
The assets of the LLC must be distributed according to the company’s operating agreement or according to New Hampshire’s LLC statutes if there is no agreement.
Do I need to notify the IRS when dissolving my New Hampshire LLC?
You will need to notify the IRS that your LLC is dissolved in order to avoid future tax liabilities.
Does dissolving a New Hampshire LLC mean it’s no longer liable for future taxes?
No, dissolving a New Hampshire LLC does not mean it’s no longer liable for future taxes.
Can the State of New Hampshire dissolve my LLC involuntarily?
Yes, the State of New Hampshire can initiate the dissolution of an LLC if certain conditions are met.
Can my New Hampshire LLC be reinstated if I change my mind about dissolving it?
Yes, you can apply for reinstatement with the Secretary of State if you decide to keep your LLC operational.
Does dissolving an LLC disqualify me from opening another LLC in the future?
No, dissolving an LLC does not disqualify you from opening another LLC in the future.
Can the members of a New Hampshire LLC vote to dissolve the LLC?
Yes, the members of a New Hampshire LLC may vote to dissolve the company.
How do I notify my clients and customers once my New Hampshire LLC is dissolved?
You should send out notification letters to clients and customers letting them know that the LLC is dissolved and/or you can post a public notice in a printed newspaper or online newspaper of record in the area where you did business with the LLC.
Will dissolving my New Hampshire LLC impact my credit score?
It is possible that dissolving your New Hampshire LLC could impact your credit score.
Can I still be liable for lawsuits after dissolving my New Hampshire LLC?
Yes, it is possible that you or other members of the LLC could still be liable for lawsuits after dissolving the LLC.
Does dissolving my New Hampshire LLC release me from my lease agreement?
No, dissolving your New Hampshire LLC does not release you from any lease agreements or contracts.
Can a dissolved New Hampshire LLC be sued?
Yes, a dissolved LLC can still be sued if there are any outstanding legal or contractual obligations.
Can I sell the assets of my New Hampshire LLC before dissolving it?
Yes, you may sell the assets of your LLC before dissolving it, but you should notify any creditors and/or members of your LLC beforehand.
Should I consult with an attorney before dissolving my New Hampshire LLC?
It is recommended that you consult with an attorney before dissolving your New Hampshire LLC to ensure that dissolution is the best option and to finalize the process successfully.
How do I dissolve a foreign LLC in New Hampshire?
The requirements to dissolve a foreign LLC in New Hampshire vary depending on the state the LLC was formed in.
Is there a deadline for filing articles of dissolution with the New Hampshire Secretary of State’s office?
There is no deadline for filing articles of dissolution, however, it is recommended to file them as soon as possible.
Can I dissolve my New Hampshire LLC if it has unpaid annual reports or fees with the Secretary of State’s office?
Yes, but it is recommended that any outstanding reports or fees be addressed before the LLC is dissolved.
Can I dissolve my New Hampshire LLC without notifying the Secretary of State’s office?
No, you must file articles of dissolution with the New Hampshire Secretary of State’s office in order to dissolve your New Hampshire LLC.
Can I dissolve my formed and unoperational New Hampshire LLC that did not start making business in the State?
Yes, technically if you do not have established any businesses or have made any transaction through the LLC, you can voluntarily dissolve it by sending a written notice of dissolution to all members/organizers of the LLC with the reason and a statement of the filing details. Additionally, as an extra step, we recommend filing the articles of dissolution which is strictly a voluntary actionand not mandatory in this case.
Do I need to cancel any permits or licenses before dissolving my New Hampshire LLC?
Yes, you should cancel any permits and licenses associated with your New Hampshire LLC.

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Conclusion

Dissolving New Hampshire business can be complex and time-consuming, but following the steps outlined in this guide will help ensure a smooth and successful dissolution. By conducting a formal vote, settling debts and liabilities, distributing assets, filing the Articles of Dissolution, notifying government agencies, and canceling business licenses and permits, you can legally dissolve your New Hampshire business and move forward with the next chapter of your professional life.

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