How to Form a Professional Limited Liability in New Hampshire – Limited Liability Company Certificate of Formation

The New Hampshire Professional Limited Liability Company Certificate of Formation is the form used in the New Hampshire Secretary of State filing process set up for entities wishing to register the formation of a Professional Limited Liability Company. Such entities will need to register their intent to operate by reporting information such as the Purpose of forming the Professional Limited Liability Company and the Professional Service that will be rendered.

The New Hampshire Secretary of State requires remittance for the $100.00 Filing Fee that accompanies filing the New Hampshire Professional Limited Liability Company. Payment should be submitted with a check made out to State of New Hampshire. While processing times may vary depending on the workload of the New Hampshire Secretary of State however, generally speaking, you should receive a stamped filed copy of your filing within 30 days of a successful filing.

 

How To File Online

Step 1 – You must obtain a New Hampshire Corporations Division Quick Start Account in order to file the New Hampshire Limited Liability Company Articles of Formation. You may obtain one and sign in on the same page here: https://quickstart.sos.nh.gov/online/Account. In the first field provided, enter your Username then, in the second field report the Password you have set up for this account. Once you are ready to go to your Dashboard, select the button labeled “Log In.”

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Step 2 – Upon Log In, the browser will be directed to your New Hampshire QuickStart Account. Here, you may keep up to date with your filings and also receive notices regarding your account. For our purposes, locate the menu item “Create a Business Online.”

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Step 3 – The browser will be directed to the first page of the online New Hampshire Professional Limited Liability Company Articles of Formation. Select the radio button labeled “I am creating a new Domestic Business/Trade Name (D/B/A). This will auto generate two fields. In the field labeled “Business Type,” select “Limited Liability Company (LLC or PLLC).” Then in the field labeled “Select a LLC type,” choose “Professional Limited Liability Company” from the drop down list. This will produce a button labeled “Continue.” Click on “Continue” to move on to the next section.

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Step 4 – This screen will present the articles you will need to provide in order to successfully register the Professional Limited Liability Company with the New Hampshire Secretary of State Corporations Division. In the section labeled “Article First,” report the Full Name of the Professional Limited Liability Company being formed in the text field provided. It should be noted the Business Suffix that must be used in the Name should include the term “Professional Limited Liability Company” or a generally acceptable abbreviation of such.

Step 5 – In “Article Second,” the Purpose of the Professional Limited Liability Company must be explained. To do this, the New Hampshire Secretary of State has provided a drop down list to select the appropriate NAICS Code that would best define the general Purpose. Once you have made your selection, a field where you may enter the NAICS Sub Code will appear. This will provide a drop down list so that you may specify the Purpose of the Professional Limited Liability Company further. When you have done this click on the button labeled “Save Selection.” This will display the chosen codes in a table.

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Step 6 – The New Hampshire Secretary of State will require the Professional Limited Liability Company provide proof the Members can provide the Professional Service the company intends to render. This will need to be done in the section labeled “Upload Professional License(s).” First, select the Professional Service the Professional Limited Liability Company shall provide from the drop down list labeled “Profession.” If you choose “Other,” you must define what the Profession is in the text box beside this field. Then, in the field labeled “File Description,” enter a brief description of what you are uploading. Finally, use the button labeled “Choose File” to upload a PDF file. Once you upload a PDF file, it will appear in a table with the description where you may delete it or review it.

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Step 7 – The New Hampshire Secretary of State will require a report on the New Hampshire Registered Agent obtained by the Professional Limited Liability Company being formed. You may either select the Registered Agent that has been obtained from a table of New Hampshire Registered Agents or, if it not present, enter the information manually. First enter the Full Name of the New Hampshire Registered Agent’s Name in the text box labeled “Search Agent Name.” If the New Hampshire Registered Agent is in the table that appears, you may select the appropriate one by clicking on the radio button at the beginning of the row.

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If the New Hampshire Registered Agent is not present in the table, select the button labeled “Create Agent.” This will generate a pop up window with the fields: Agent Type, Agent Business Name, Agent Email, Street Address 1, Street Address 2, Zip Code, City, Country, State, and County. The “Registered Office Address” section must have the Address of a Physical Location reported in these fields. If the New Hampshire Registered Agent does not have a separate Mailing Address, then select the box next to the words “Same as Office Address” in the “Registered Mailing Address Section.”  If the New Hampshire Registered Agent does have a separate Mailing Address then report it in the fields labeled “Address 1,” “Address 2,” “Zip Code,” “City,” “Country,” “State,” “County.” Once you have entered the required information select the button labeled “Create Agent.”

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Step 8 – Next you will need to define the “Duration” of the Limited Liability Company this online form is registering. If the Limited Liability Company has no intention of Dissolving (ceasing its existence) then select the radio button labeled “Perpetual,” in the “Duration” section. If there is a specific Date where the Limited Liability Company intends to Dissolve then select the radio button labeled “Term Date” and enter the exact intended Date of Dissolution in the text box provided.

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Step 9 – Next, you will need to define how the Professional Limited Liability Company will be run. That is what is the general management structure. You may define this in “Article Fifth” by selecting either “Members” or Managers” from the drop down field labeled “Management Style.”

Step 11 – “Article Sixth” shall bind the Professional Limited Liability Company to the New Hampshire Uniform Securities Act (RSA 421-B). Once this is understood and all the required information has been reported, select the button labeled “Continue.”

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Step 12 – The top of the next web page will require attention in the “Business Email Address.” Here, you must report an up to date and well maintained E-Mail Address the New Hampshire Secretary of State will use to contact the Professional Limited Liability Company being formed.

Step 12 – In addition to the professional licenses you have uploaded earlier, you may also attach files that cover information required to be included for the proper formation of the Professional Limited Liability Company (i.e. additional Provisions or Conditions). You may do this by describing the file being attached in the text field following the words “File Description.” The “Choose File” button has been provided so that you may select the appropriate file from your computer, upload it to the system, and attach it to this filing.

Step 13 – The next section, “Principal Office Information,” will have two areas. The first area, “Business Address,” will require the Address of the actual location of the Professional Limited Liability Company’s Principal Office. This must be re reported using the “Street Address 1,” “Street Address 2(optional),” “City,” “Country,” and “County” fields provided. The area below this has been provided to report the Mailing Address. If the Mailing Address is the same as the Physical Address then click on the box labeled “Same as Business Address.” If, however, the Mailing Address differs, then use the fields labeled “Address,” “Address 2″(optional), “City,” “Country,” and “Country” to provide the New Hampshire Secretary of State with the proper Mailing Address it should use in a correspondence with the Professional Limited Liability Company’s Principal Office. Once you have entered the required information on this form select the button labeled “Continue.” This will guide you to an area where you may review your filing, pay the Filing Fee ($100.00) with a major credit card or prepaid ACH card, and submit your New Hampshire Professional Limited Liability Company Certificate of Formation to the New Hampshire Secretary of State.

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Step 14 – It should be noted that regular maintenance will need to be upheld with the Professional Limited Liability Company’s filed paperwork. While several government entities will have an interest (i.e. I.R.S.), the New Hampshire Secretary of State will also have its own requirement. Limited Liability Companies, formed and operating in the State of New Hampshire, must submit a New Hampshire Annual Report to the New Hampshire Secretary of State once a year by April 1. This should be done online using your New Hampshire QuickStart Account (https://quickstart.sos.nh.gov/online/Account).The Filing Fee for this submission is $100.00 and may be remitted with a prepaid ACH account or with a major credit card. All fees are due upon submittal.

How To File

Download Form

Step 1 – Select the link labeled “Download Form.” This is a PDF version of the New Hampshire Professional Limited Liability Company Articles of Formation. You may fill this out on screen with the appropriate program or print it then fill it out.

Step 2 – In the First Article, you must use the blank line provided to report the Full Name of the forming Professional Limited Liability Company. Note: This Name must incorporate the words “Professional Limited Liability Company” or an readily accepted abbreviation of such (i.e. “P.L.L.C”) as a business suffix.

Step 3 – After you have reported the Full Name of the forming Professional Limited Liability Company, you may enter a few more basics regarding the new entity’s Location and Contact Information. Locate the line labeled “Principal Office Address.” This line will be divided into several sections: “no & street,” “city/town,” “state,” and “zip code.” Use the sections on this blank line to report where the Professional Limited Liability Company being formed is Physically Located. If the Professional Limited Liability Company’s Principal Office receives its Mail at a separate location (with a different address), then use the blank line labeled “Principal Mailing Address” to report where the New Hampshire Secretary of State may send mail to the Professional Limited Liability Company. If the Professional Limited Liability Company does not have a separate Mailing Address, you may leave this line blank.

Step 4 – Now, locate the line labeled “Business Phone.” Here, you may report the Daytime Phone Number where the Professional Limited Liability Company Principal Office may be reached. Then, on the blank line labeled “Business Email,” enter the Email Address regularly maintained by the forming Professional Limited Liability Company.

Step 5 – In the Second Article, the Professional Limited Liability Company Purpose must be documented officially here. Use the blank line provided to report the reason why the Professional Limited Liability Company, the service(s) it will provide, and how it will conduct its business. If possible, you may enter the Professional Limited Liability Company’s NAICS Code and Sub-Code.

Step 6 – The Third Article will solidify the Professional Limited Liability Company has obtained consent from a New Hampshire Registered Agent of fulfilling its duties as such on behalf of the forming Professional Limited Liability Company, the Identity of that New Hampshire Registered Agent and the Geographical Location of that New Hampshire Registered Agent. On the first blank line, enter the Full Name of the New Hampshire Registered Agent. Then, on the second blank line, report the Address of the Geographical Location of the New Hampshire Registered Agent. This should be a Physical Location.

Step 7 – In the Fourth Article, indicate if the Professional Limited Liability Company will be will be managed by Members or Managers. If the Professional Limited Liability Company is a Manager-managed company then write in the word “is.” If it will be managed by parties other than Managers, then enter the words “is not.” Note: If you are filling this information on screen with a form friendly browser or PDF program, then make the appropriate selection by choosing it from drop down list.

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Step 8 – On the top of the next page, an Authorized Manager, or Managing Member (depending on the report in the Fourth Article) must Sign his or her Name on the blank line labeled “Signature.” On the blank line labeled “Print or type name,” the Signature Party must Print his or her Name.

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Step 9 – When you are ready to submit this filing, you may do so by mail or in person. This should be accompanied with all attachments (such as additional filings) and payment of the $100.00 Filing Fee for the New Hampshire Professional Limited Liability Company Articles of Formation. This is the minimum amount that must be paid when filing this paperwork and may be remitted with a check made out to “State of New Hampshire.” If the New Hampshire Secretary of State approves the New Hampshire Professional Limited Liability Company Articles of Formation, you will receive a stamped filed copy of your filing within 30 days.

Mail To:

Corporation Division
NH Dept. of State
107 N Main St, Rm 204, Concord, NH 03301-4989

Deliver To:

State House Annex
3rd Floor, Rm 317
25 Capitol St
Concord, NH

Step 10 – Every active Limited Liability Company must file online (https://quickstart.sos.nh.gov/online/Account). This must be done every year, once a year, by April 1. The Filing Fee for this report is $100.00