Certificate of Formation in New Hampshire | How to File in 2024

File Certificate of Formation in New Hampshire

Forming a Limited Liability Company (LLC) in New Hampshire is popular for entrepreneurs looking to start or grow their businesses. LLCs offer numerous benefits, including limited liability protection for their owners and flexible management structures. One of the critical steps in forming an LLC is filing the Certificate of Formation with the New Hampshire Secretary of State. This article will provide a comprehensive guide on How to File Certificate of Formation in New Hampshire.

Webinarcare Editorial Team will help you understand the necessary steps to file for Certificate of Formation. It would be best if all the factors in this article guided you.

What is Certificate of Formation?

Certificate of Formation is a legal document filed with the New Hampshire Secretary of State to establish a Limited Liability Company (LLC) officially. The Certificate of Formation contains essential information about the LLC, including its name, Registered Agent, and management structure. Once filed and approved by New Hampshire, the LLC becomes a legally recognized business entity, separate from its owners, and benefits from limited liability protection and pass-through taxation.

The Certificate of Formation typically contains the following information:

  • Company name
  • The effective date of the company
  • The headquarters of the company
  • The company’s goal
  • The period of the company’s operations
  • Copy of the name registration certificate for the company
  • Registered Agent’s and organizers’ names and addresses
  • At least one company employee

Recommended: Filing Certificate of Formation is easy and hassle-free if you hire a professional service. We recommend using –

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How to File Certificate of Formation in New Hampshire?

Aside from hiring a Registered Agent, you should also be aware that a Registered Agent should file Certificate of Formation in your New Hampshire LLC. Here are the steps and guidelines for filing.

Step 1: Choose a Name for Your LLC

The first step in registering an LLC Certificate of Formation is selecting a unique and appropriate name for your company. Your LLC’s name must comply with your state’s naming requirements, which typically include the following:

  • The name must be distinguishable from other registered business names in the state.
  • The name must include an LLC designator, such as “Limited Liability Company,” “LLC,” or “L.L.C.
  • The name must not include prohibited words or phrases defined by your state’s regulations.

To ensure your chosen name is available through your state’s business name database, New Hampshire QuickStart Business Lookup, usually available on the New Hampshire Secretary of State’s website.

Step 2: Appoint a Registered Agent

Registered Agent is a person or entity responsible for receiving official correspondence and legal documents on behalf of your New Hampshire LLC. Most states require LLCs to designate a Registered Agent when filing the Certificate of Formation. The Registered Agent must have a physical address in the state and be available during regular business hours.

Choosing a reliable and responsible Registered Agent is essential, as failure to receive and respond to legal documents can seriously affect your business.

You can serve as your own Registered Agent, appoint a friend or family member, or hire a professional New Hampshire Registered Agent Services.

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Step 3: Prepare Your Certificate of Formation

The Certificate of Formation is the legal document that officially establishes your New Hampshire LLC. While the specific requirements in New Hampshire, the document includes the following information:

  • The LLC’s name
  • The name and address of the Registered Agent
  • The principal office address
  • The purpose of the LLC
  • The management structure (member-managed or manager-managed)
  • The names and addresses of the initial members or managers
  • The duration of the LLC, if not perpetual

In New Hampshire, additional information may be required, such as an organizer’s signature or specific provisions related to the LLC’s operation.

Consult the New Hampshire guidelines to ensure you include all necessary information.

Step 4: File the Certificate of Formation

Once your LLC Certificate of Formation is prepared, please submit it to the New Hampshire Secretary of State. The submission process may vary depending on the method of choice; New Hampshire allow online submissions and mailing or hand-delivering the documents.

Online Process

To use the online service or download the Certificate of Formation form for your LLC, go to the website of the New Hampshire Secretary of State. You were required to have an LLC name reserved while completing the form. Visit the New Hampshire Business Name Search to see if the business name you want to use is available there. You must include a copy of your name reservation and your completed Certificate of Formation form when submitting.

Mail Process

It is also possible to mail the form if you wish. Please adhere to the guidelines listed below.

  • The Certificate of Formation must be downloaded in the New Hampshire Secretary of State
  • Complete the necessary details in the form.
  • Two copies of the Certificate of Formation must be completed.
  • Include the two papers with the New Hampshire LLC name reservation certificate in a self-addressed, stamped envelope.
  • Submit all paperwork to Corporation Division, NH Dept. of State, 107 N Main St, Rm 204, Concord, NH 03301.

Costs of Filing Certificate of Formation

Along with the filing of Certificate of Formation, you must pay a filing fee. In New Hampshire, the Certificate of Formation fee costs around $100 which you can pay in the New Hampshire Secretary of State. Confirm the correct fee amount and payment method for your state.

However, If you want to know more about the cost of forming an LLC, you can check out New Hampshire LLC Cost.

Step 5: Obtain an Employer Identification Number (EIN)

After your Certificate of Formation has been filed and approved, you should obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). The EIN is a unique identification number used for federal tax purposes. It is required for most LLCs, especially those with employees or elect to be taxed as an S-Corporation. You can apply for an EIN for free online through 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 the 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.

Recommended: Professional services have the EIN included in their LLC formation package. We recommend using –

LegalZoom($0 + State Fee for LLC formation)

Step 6: Create an Operating Agreement

Although most states do not require an LLC Operating Agreement when registering an LLC, having one is highly recommended. The Operating Agreement in New Hampshire is a legally binding document that outlines the LLC’s ownership structure, management, and operating procedures. It helps prevent member disputes and provides a clear framework for the LLC’s operations.

Step 7: Register for State and Local Taxes and Licenses

In New Hampshire, you may need to register for additional state and local taxes or obtain specific licenses and permits. Common registrations include sales tax, payroll tax, and unemployment insurance tax. As an LLC, your business income will be subject to pass-through taxation, meaning profits and losses will be reported on your tax return. However, you may still be responsible for other state taxes, such as sales tax, payroll tax, or franchise tax which you can pay in New Hampshire Department of Revenue Administration.

In terms of franchise tax for your LLC in New Hampshire, there is No franchise tax. Consult your New Hampshire Department of Revenue Administration and local government offices to determine which registrations and licenses apply to your LLC.

Step 8: Maintain Ongoing Compliance

Once your LLC is registered and operational, it’s essential to maintain ongoing compliance with state regulations. This typically includes filing Annual Reports in New Hampshire, paying required fees every 1 year (1st April), and keeping accurate records of your LLC’s activities. Stay informed about New Hampshire specific requirements to ensure your LLC remains in good standing.

Is the Certificate of Formation necessary to be filed in New Hampshire?

Yes, the Certificate of Formation is necessary to be filed with New Hampshire Secretary of State to legally establish and register a new business entity, such as a corporation or limited liability company (LLC). This document typically includes the company’s name, purpose, Registered Agent, and stock structure. Filing the Certificate of Formation is essential in forming a business and ensuring it operates legally and is recognized by New Hampshire.

What is the best way to file Certificate of Formation? Is it online or by mail?

The best way to file Certificate of Formation depends on your specific situation and the state in which you are incorporating your business. Both online and mail-in options have advantages, and either method can be effective.

Online Filing:

  • Faster processing time, as it is usually processed within a few days or even hours.
  • Immediate confirmation of submission and payment.
  • Lower risk of errors, as the online form may provide guidance and prevent incomplete submissions.

Mail-in Filing:

  • Some people prefer the traditional method and feel more comfortable with paper documentation.
  • You can include a cover letter or additional documentation if you have specific questions or complex situations.

To determine the best method for your needs, check the New Hampshire Secretary of State or similar department’s website for information on their preferred filing options and processing times. Online filing is more convenient and efficient, but both methods can be used effectively to submit your Certificate of Formation.

FAQs

What qualifications are required for forming an LLC in New Hampshire?
No specific qualifications are required to form an LLC in New Hampshire.
What is a Certificate of Formation?
A Certificate of Formation is a legally-binding document that creates an LLC in New Hampshire.
How much does it cost to file a Certificate of Formation in New Hampshire?
The fee for filing a Certificate of Formation in New Hampshire is $100.
Are there any annual fees required for LLCs in New Hampshire?
Yes, LLCs are required to pay an annual fee of $100 to the state of New Hampshire.
How long does it take to process a filed Certificate of Formation in New Hampshire?
Typically, the processing time for a filed Certificate of Formation in New Hampshire is 3 to 5 business days.
Can I file a Certificate of Formation online in New Hampshire?
Yes, an LLC Certificate of Formation can be filed online through the New Hampshire Secretary of State’s website.
What information is required to file a Certificate of Formation in New Hampshire?
The name of the LLC, its purpose, its registered agent, and the names and addresses of its members or managers are required to file a Certificate of Formation in New Hampshire.
What is a registered agent?
A registered agent is a designated person or entity who is responsible for accepting legal documents on behalf of an LLC.
Does a registered agent need to be a New Hampshire resident or business?
No, a registered agent does not have to be a New Hampshire resident or business.
Can I act as my own registered agent for my LLC in New Hampshire?
Yes, you can act as your own registered agent for your LLC in New Hampshire.
Does my LLC’s name have to include “LLC” or “Limited Liability Company” in New Hampshire?
Yes, your LLC’s name must include “LLC”, “L.L.C.”, “Limited Liability Company” or “Ltd. Liability Company” to comply with New Hampshire law.
Can I reserve a name for my LLC before filing a Certificate of Formation in New Hampshire?
Yes, you can reserve a name for your LLC for up to 120 days by filing an Application for Reservation of Name with the New Hampshire Secretary of State.
Can I change my LLC’s name after filing a Certificate of Formation in New Hampshire?
Yes, the LLC’s members may vote to change its name at any time after filing a Certificate of Formation in New Hampshire, and then file an Amendment to Certificate of Formation with the state.
Do I need an Operating Agreement for my LLC in New Hampshire?
Although not required by law, an Operating Agreement is recommended for LLCs in New Hampshire to clarify the intentions of its members and managers.
Are there any restrictions on who can be a member of an LLC in New Hampshire?
No, there are no restrictions on who can be a member of an LLC in New Hampshire.
Can an LLC have only one member in New Hampshire?
Yes, an LLC can have only one member in New Hampshire.
Can an LLC be taxed as a partnership in New Hampshire?
Yes, an LLC can elect to be taxed as a partnership in New Hampshire by filing Form DP-165 with the Department of Revenue Administration.
What is Form RA-1 and why is it necessary to file?
Form RA-1 is a document that registers the LLC with the State of New Hampshire for tax purposes.
What is an Employer Identification Number (EIN) and is it required for my LLC in New Hampshire?
An EIN is a federal tax identification number issued to businesses, including LLCs, for tax purposes. An EIN is required for LLCs that
How do I obtain an EIN for my LLC in New Hampshire?
An EIN can be obtained online through the IRS website, or by mailing or faxing Form SS-4 to the IRS.
What is a Foreign LLC in New Hampshire?
A Foreign LLC is a limited liability company that was formed in another state and wants to conduct business in New Hampshire.
Does a Foreign LLC need to file a Certificate of Authority to do business in New Hampshire?
Yes, a Foreign LLC must file a Certificate of Authority with the New Hampshire Secretary of State in order to conduct business in the state.
Are there any additional requirements for Foreign LLCs in New Hampshire?
Yes, Foreign LLCs must also maintain an appointed registered agent in New Hampshire, and must submit an annual report and pay an annual tax fee to the state.
What is an annual report, and is it required for LLCs in New Hampshire?
An annual report is a document that confirms and updates the LLC’s information with the state. LLCs in New Hampshire are required to file an Annual Report and pay a $100 fee by April 1st of each year.
Are LLCs in New Hampshire required to publish their formation?
No, LLCs in New Hampshire are not required to publish notice of their formation in a newspaper.
Can an LLC be restored if it is administratively dissolved in New Hampshire?
Yes, an LLC can apply for reinstatement up to 3 years after administrative dissolution by filing an Application for Reinstatement and paying all delinquent fees and penalties.
What is the difference between a Member-managed LLC and Manager-managed LLC in New Hampshire?
In a Member-managed LLC, all LLC members are involved in the day-to-day management of the company. In a Manager-managed LLC, LLC members appoint a manager to operate the business for them.
Can an LLC change from Member-managed to Manager-managed, or vice versa, in New Hampshire?
Yes, with the vote of its members, an LLC may change from one management structure to another and file an Amendment to Certificate of Formation with the state.
Can an LLC convert into a Corporation or vice versa in New Hampshire?
Yes, an LLC can convert into a Corporation, and a Corporation can convert into an LLC by following the state conversion process as set forth in the New Hampshire Business Corporation Act.
What is an LLC?
LLC stands for Limited Liability Company and is a type of business structure that protects its owners from personal liability for the company’s debts.
Does New Hampshire allow online filing of LLC Certificate of Formation?
Yes, you can file your LLC Certificate of Formation online through the New Hampshire Secretary of State’s website.
How much does it cost to file an LLC in New Hampshire?
It costs $100 to file an LLC Certificate of Formation in New Hampshire.
Can I reserve a name for my LLC before I file my Certificate of Formation?
Yes, you can reserve a name for your LLC online for a non-refundable fee of $15.
How long does it take to get my LLC approved in New Hampshire?
It takes about 3-5 business days for the New Hampshire Secretary of State’s office to process your LLC Certificate of Formation.
Can anyone form an LLC in New Hampshire?
Yes, as long as you are at least 18 years old and are not prohibited from holding an LLC under state law.
Do I need to have a physical office in New Hampshire to form an LLC there?
No, you don’t need to have a physical office in New Hampshire to form an LLC there.
How can I check if my LLC name is available in New Hampshire?
You can check for available LLC names on the New Hampshire Secretary of State’s website.
Can I use a post office box for my LLC’s mailing address in New Hampshire?
No, you need to use a physical street address for your LLC’s mailing address in New Hampshire.
Do I need an operating agreement for my LLC in New Hampshire?
No, but it is highly recommended that you create an operating agreement for your LLC in New Hampshire.
Can someone else file my LLC Certificate of Formation for me?
Yes, you can authorize someone else to file your LLC Certificate of Formation for you.
Can I operate my LLC under a different name than my LLC name in New Hampshire?
Yes, you can operate your LLC under a different name than your LLC name in New Hampshire, but you need to file a DBA (Doing Business As) form.
Do I need to have an EIN for my LLC in New Hampshire?
Not necessarily, but if you have employees or partners, you will need to obtain an EIN from the IRS.
What are the annual fees for an LLC in New Hampshire?
There is an annual reporting fee of $100 for LLCs in New Hampshire.
Must my LLC have at least one member from New Hampshire?
No, there are no residency requirements for LLC members in New Hampshire.
Can I use abbreviations for my LLC name in New Hampshire?
Yes, you can use abbreviations in your LLC name like ‘LLC’, ‘L.L.C.’, or ‘Ltd.’ in New Hampshire.
Do I need to have a registered agent for my LLC in New Hampshire?
Yes, you need to appoint a registered agent for your LLC in New Hampshire.
Can my LLC be sued in New Hampshire?
Yes, your LLC can be sued in New Hampshire as it is considered a separate entity from the owners.
How long does an LLC last in New Hampshire?
An LLC in New Hampshire doesn’t have a specific duration and can exist indefinitely.
Is it easy to dissolve an LLC in New Hampshire?
Yes, you need to file articles of dissolution and pay the filing fee to dissolve your LLC in New Hampshire.
I want to start a nonprofit LLC in New Hampshire; do I need to file anything other than a Certificate of Formation?
Yes, you need to file additional paperwork stating your nonprofit intentions and receive certification from the Secretary of State.
Can I have a foreign LLC in New Hampshire?
Yes, but you must register your foreign LLC with the New Hampshire Secretary of State.
Can I change my LLC’s name after formation in New Hampshire?
Yes, you can file an amendment to your Certificate of Formation to change your LLC’s name in New Hampshire.
What is a full office name for? Among other things who needs to provide them?
A full office name contains the name of the registered agent for LLC registered with its location. It should be provided by both the Limited Liability Company and said agent.
What types of businesses cannot be LLCs in New Hampshire?
Licensed professionals like lawyers and medical doctors are not allowed to form LLCs in New Hampshire.
Can an LLC be taxed as an S-corporation in New Hampshire?
Yes, an LLC can elect to be taxed as an S-corporation in New Hampshire.
Do I need to file for tax permits or ID numbers to establish an LLC?
Depending on the locality you need not file separate tax applications since local figures are part of the Secretary of State protocol.
Can a New Hampshire LLC do business in other states?
Yes, as long as the LLC has registered in those states, it can do business in any other state.
When does my LLC’s annual report need to be filed in New Hampshire?
An LLC annual report needs to be filed with the New Hampshire Secretary of State between January 1 and April 1 of each year.

Also Read

Can You Change or Modify Your New Hampshire LLC Certificate of Formation?

But what happens when circumstances change or mistakes are made in the initial filing? Can business owners modify or amend their LLC Certificate of Formation in New Hampshire? The short answer is yes, but it’s important to follow the proper procedures to ensure that the changes are legal and valid.

One common reason why business owners may need to change their LLC Certificate of Formation is if there are errors or omissions in the initial filing. This could be as simple as a typo in the company name or address, or it could be more substantive, such as a change in the business’s purpose or ownership structure. In these cases, it’s essential to file an amendment with the Secretary of State’s office to correct the mistakes and update the information.

Similarly, if the business undergoes significant changes, such as a change in ownership or management, it may be necessary to modify the LLC Certificate of Formation to reflect these updates. This could involve filing an amendment to add or remove members, change the company’s registered agent, or update its principal address. By making these changes official with the state, business owners can ensure that their LLC is in compliance with the law and that they have a clear record of the company’s current status.

It’s worth noting that not all changes to an LLC Certificate of Formation require an official amendment. Minor changes, such as updating the company’s mailing address or adding a trade name, may be able to be made informally by simply filing a statement with the Secretary of State’s office. However, more substantial changes will likely require a formal amendment to the Certificate of Formation.

When filing an amendment to an LLC Certificate of Formation in New Hampshire, business owners should follow the specific instructions provided by the Secretary of State’s office. This typically involves filling out a specific form, paying a filing fee, and providing any necessary documentation to support the changes being made. Depending on the nature of the amendments, additional steps may be required, such as obtaining consent from all members or publishing notice of the changes in a local newspaper.

Overall, it’s essential for business owners to understand the process for changing or modifying their LLC Certificate of Formation in New Hampshire. By following the proper procedures and ensuring that all changes are accurately and legally recorded, business owners can avoid potential problems down the road and ensure that their LLC remains in good standing with the state. Making the effort to keep the company’s paperwork up to date is a crucial part of running a successful business and protecting its interests in the long run.

Conclusion

Registering an LLC Certificate of Formation is critical in establishing your business as a legally recognized entity. By following this comprehensive guide and researching your state’s specific requirements, you can successfully navigate the registration process and set your LLC up for success. Remember that forming an LLC is just the beginning; ongoing compliance and diligent management are necessary to ensure your business thrives in the long run.

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