How to Form a Domestic Limited Liability Company in New Hampshire – Certificate of Formation Limited Liability Company (Form LLC-1_

The New Hampshire Certificate of Formation New Hampshire Limited Liability Company (Form LLC-1) should be completed then submitted to the New Hampshire Secretary of State when an entity decides to form as Limited Liability Company. This form will require information regarding the Limited Liability Company’s Identity, Location, Structure, and other basic facts necessary for the New Hampshire Secretary of State to legally register the entity as a Limited Liability Company.

The New Hampshire Secretary of State will require a $100.00 Filing Fee to be paid in order to process the New Hampshire Certificate of Formation New Hampshire Limited Liability Company. This payment may be remitted with a check payable to “State of New Hampshire.” If you file online you may pay with a credit card or prepaid ACH account. You must have a valid New Hampshire QuickStart account to file online. It should be noted the New Hampshire Secretary of State will require two to three weeks to review and process the New Hampshire Certificate of Formation.

How To File Online

Step 1 – Go to the New Hampshire Secretary of State Corporation Division Quick Start portal page by opening this link: https://quickstart.sos.nh.gov/online/Account. If you do not have a valid account, you will need to create one by selecting the button labeled “Create a User Account” on the right. Otherwise, enter your User ID in the field with the person icon (first field) then enter your password in the field with the lock icon (second field). When you are ready to proceed, select the button labeled “Log In.”

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Step 2 – This opening screen is your Dashboard. Here you may file the online New Hampshire Certificate of Formation. Locate the link labeled “Create Business Online” from the menu on the left side.

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Step 3 –  The next page will require you to define the type of entity being formed by this online form. First, select the radio button labeled “I am creating a new Domestic Business/Trade Name (D/B/A).” This will generate two additional fields, each one a drop down list. The first drop down list will require you to further define the entity. Select “Limited Liability Company (LLC or PLLC).” From the second drop down list, select “Limited Liability Company.” Once you do this a button labeled “Continue” will generate. Select the “Continue” button to proceed to the next section.

Step 4 –  This next page will require information for the First to the Sixth Article to be provided. To begin, locate the words “Article First” then, enter the Full Name of the forming Limited Liability Company in the field provided. This should be the Name both the public and the New Hampshire Secretary of State will use to identify this entity. Make sure it is a unique Name with the appropriate Business Suffix (“Limited Liability Company,” “LLC,” etc.).

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Step 5 – In “Article Second,” you will need to list a specific Purpose for the Limited Liability Company being formed by these articles. Here, in the drop down list labeled “Select “NAICS Code,” select the general  NAICS Code that would define the forming Limited Liability Company’s Purpose. This will generate a field labeled “NAICS” Sub Code.” Make sure to select the the Sub Code that will further define such purpose. When you are done, you must select the button labeled “Save Purpose.”

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Step 6 –  Next, you will need to define the New Hampshire Registered Agent in”Article Third.” You may create and agent by selecting the button labeled “Create Agent” (this will generate a pop up window where you may enter the New Hampshire Registered Agent’s information). You will first need to select the Agent Type in the first field (“Business” or “Individual”). This will generate the fields necessary to enter the Full Name of the New Hampshire Registered Agent. The first Address section on the left must have a Physical Address entered in the available fields (“Street Address,” “Street Address 2,” “Zip Code,” “City,” “Country,” “State,” and “County”). If the Registered Agent receives his/her/its Mail at a separate location, you may report it under the heading “Registered Mail Address.” You must report a Physical Address however, if the Mailing Address is identical you may leave the “Registered Mail Address” blank but must check the box labeled “Same as Office Address.”
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Otherwise, if you have obtained a New Hampshire Registered Agent that has already has a Registered Office with the New Hampshire Secretary of State then, enter the Name of the New Hampshire Registered Agent in the field labeled “Search Agent Name,” then select the button labeled “Search.” This will generate a Table with all the Registered Agent’s with a matching Name. Locate the New Hampshire Registered Agent obtained by this Limited Liability Company by selecting the radio button at the beginning of the row containing the Information for the New Hampshire Registered Agent obtained.

NH online dom reg table

Step 7 – In “Article Fourth,” you will need to define how long the forming Limited Liability Company intends to operate. If there is no specific Date where the Limited Liability Company intends to dissolve then select the radio button labeled “No specific date of dissolution is set.” If there is a specific Date where the Limited Liability Company intends to dissolve then mark the second radio button and enter this date in the field provided.

Step 8 – In “Article Fifth,” it will be necessary to define the who will manage the Limited Liability Company being formed. Locate the field labeled “Management Style,” then select either “Members” or “Managed” from the drop down list provided.

Step 9 – “Article Sixth,” will bind the forming Limited Liability Company to observing the statutes and requirements of the New Hampshire Uniform Securities Act (RSA 421-B). Make sure this statute is understood by the Organizers, Members, and (if any) Managers of the Limited Liability Company. When you are ready select the button labeled “Continue” to progress.

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Step 10 – This page will need to have some odds and ends reported. To begin, locate the field labeled “Business Email Address.” Here, enter a valid and regularly maintained Email Address the New Hampshire Secretary of State may use to contact the Limited Liability Company being formed.

Step 11 – The next section, “General Upload,” will allow you to upload any documents such as licenses or additional provisions. Enter a description of the PDF file being uploaded, then use the “Choose File” button to upload the PDF file to the system. The file uploaded here will be attached to the filing. This will be displayed on the screen so you may review it or delete it then add another if necessary.

Step 12 – The “Principal Office Information” section will require the Physical Address of the Limited Liability Company’s Physical Address. You may use the fields labeled “Street Address 1” and, if necessary, “Street Address 2” to enter the Address of the Physical Location of the Principal Office. You will also be provided with the fields “City,” “County,” and “Country” to further define the Physical Location of the Limited Liability Company’s Principal Office. Do not enter a P.O. Box Address in this section. If the Limited Liability Company has a Mailing Address that differs from the Physical Address (i.e. a P.O.Box).

Step 13 – Next in the section labeled “Certify,” make sure the Organizers of this Limited Liability Company select the check box present. When you are ready select the button labeled “Continue.”

Step 14 – After you have successfully filed the New Hampshire Limited Liability Company Certificate of Formation, the newly formed Limited Liability Company will need to keep up its paperwork in order to remain in compliance with interested governing entities. One such requirement is the New Hampshire Annual Report. Every New Hampshire Limited Liability Company must file an New Hampshire Annual Report with the New Hampshire Secretary of State by April 1. The Filing Fee for this document will be $100.00. This must be filed online here: https://quickstart.sos.nh.gov/online/Account.

 

How To File By Mail

Download Form

Step 1 – Select the link labeled “Download Form” from above. This will allow you to save a PDF version of the New Hampshire Limited Liability Company Certificate of Formation. You may either print this and fill in the information with a type writer or you may use a PDF program/form friendly browser to enter the information directly on-screen. This form will be rejected if it is filled out in cursive or with a erasable pen/pencil.

Step 2 – In the First Article, report the Full Name of the Limited Liability Company being formed by this document on the blank line

Step 3 – Next, under the words “Principal Business Information,” you will have the option of documenting the Limited Liability Company’s Principal Office Address. There will be a blank line provided to report the Address of the Principal Office’s Physical Location (“Principal Office Address”) and a blank line to report the Principal Office Mailing Address should the forming limited Liability Company Principal Office Mailing Address differ from its Physical Location Address.”

Step 4 – On the blank line labeled “Business Phone,” report the Daytime Phone Number the New Hampshire Secretary of State may use to contact the forming Limited Liability Company Principal Office. Then on the blank line labeled “Business Email,” report the E-mail Address the New Hampshire Secretary of State may use to contact the Limited Liability Company’s via Email.

Step 5 – If you would like a courtesy reminder of when the Annual Report for the Limited Liability Company will be due then place a check on the blank line labeled “Please check if you would prefer to receive…”

Step 6 – In the Second Article, you must provide a specific definition to the Purpose for creating this Limited Liability Company how it will conduct its business in the State of New Hampshire. It is generally recommended to include the applicable NAICS Code and Sub Code. The State of New Hampshire will not accept a general statement here.

Step 7 – The Third Article will have two blank lines. On the first one, you must report the Full Name of the New Hampshire Registered Agent who has consented to acting as such for the Limited Liability Company being formed. Then on the second blank line, fill in the Street Address of the New Hampshire Registered Agent being reported. This must be a Physical Address, thus in the area labeled “(no & street),” enter the Building Number and Street where the Registered Agent will be found. If there is a Suite Number or applicable Unit Number, report this as well. Then use the rest of the line to report the City/Town, State (must be New Hampshire), and Zip Code where the Registered Agent is geographically located.

Step 8 – You will need to report on who is managing the Limited Liability Company being formed. If the Limited Liability Company will be managed by members then enter the words “is not” on the blank line. If the Limited Liability Company will be managed by Managers then enter the words “is” on the blank line.

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Step 9 – Next, the New Hampshire Limited Liability Company Articles of Formation will require that either a Manager or Member-Manager Sign his or her Name on the line labeled “Signature,” Print his or her Name on the line below the Signature Line, and report his or her Title with the Limited Liability Company on the line labeled “Title.” Finally, the Signature Party must provide the Date he or she Signed this document on the blank line labeled “Date signed.”

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Step 10 – It would be wise to make sure that all the information is verified as up to date and correct. Once this is done you may submit the New Hampshire Limited Liability Company Articles of Formation either by mail or in person. Make sure you include a payment for the $100.00 Filing Fee in the form of a check made out to “State of New Hampshire.”

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 11 – Next, the newly registered Limited Liability Company will need to file a New Hampshire Annual Report with the New Hampshire Secretary of State once a year, every year, by April 1. This will come with a Filing Fee of $100.00 which must be paid upon submission. You may fulfill this requirement online (https://quickstart.sos.nh.gov/online/Account).