What Is an LLC in New Hampshire?
A limited liability company is a business entity formed under the New Hampshire Revised Limited Liability Company Act (RSA 304-C) that provides its owners, called members, with limited liability protection while offering flexible management and pass-through federal tax treatment. The act, which took effect on January 1, 2013, reflects a strong legislative policy favoring freedom of contract and the enforceability of operating agreements.
Members are generally not personally liable for the LLC’s debts and obligations; under RSA 304-C:23, the debts of the LLC “shall be solely the debts, obligations, and liabilities of the limited liability company,” and no member or manager is personally obligated solely by reason of holding that role. An LLC may be managed directly by its members or by one or more designated managers, with the default rule under RSA 304-C:47 being member management unless the operating agreement provides otherwise.
For federal income tax purposes, a single-member LLC is treated as a disregarded entity and a multi-member LLC as a partnership by default, though either may elect corporate taxation by filing IRS Form 8832. New Hampshire does not impose a general sales tax or a personal income tax, but it does levy two business-level taxes, the Business Profits Tax and the Business Enterprise Tax, that apply to LLCs meeting certain gross receipts or tax-base thresholds.
New Hampshire LLC Name Search
The LLC’s name must be distinguishable on the records of the Secretary of State from the name of every other entity on file. RSA 304-C:32 requires the name to include one of the following designators: “Limited Liability Company,” “L.L.C.,” or “LLC.” The statute also prohibits a name that implies the LLC is organized for a purpose other than those permitted under RSA 304-C:21.
New Hampshire applies a detailed distinguishability standard. A proposed name is not considered distinguishable if the only difference from an existing name is an article, a plural form, a phonetic spelling, an abbreviation, a prefix or suffix, a change in entity designator, the addition of a numeric designation (without consent), or differences in punctuation, spacing, or numeral formatting. Certain words are restricted: use of “Bank,” “Credit Union,” or “Trust Company” requires written approval from the New Hampshire Banking Department, and words related to licensed professions, such as “Architect” or “Engineer,” require approval from the Office of Professional Licensure and Certification, as set out in the Secretary of State’s Name Availability Guidelines.
An organizer can check whether a proposed name is available by searching the NH QuickStart Business Search or by contacting the Corporation Division at (603) 271-3246. Passing the online search does not guarantee acceptance—final determination occurs when the filing is reviewed by Corporation Division staff.
Name Reservation: An organizer may reserve an available name for 120 days by filing. Form 1 – Application for Reservation of Name with the Secretary of State and paying a $15 fee, as provided under RSA 304-C:27. The same applicant may renew the reservation for successive 120-day periods. A name reservation is not required if the certificate of formation is being filed at the same time.
Choosing an LLC Registered Agent in New Hampshire
Every LLC formed in New Hampshire must designate a registered agent and maintain a registered office address within the state. RSA 304-C:36 establishes both the requirement and the eligibility criteria for who may serve. The registered agent receives service of process, legal notices, and official government correspondence on behalf of the LLC, and the registered office is the physical address where the agent is available during normal business hours.
An individual serving as a registered agent must reside in New Hampshire, and the agent’s residential or business office must be identical to the LLC’s registered office. An entity may serve as a registered agent if it is a corporation organized or authorized under RSA 292, RSA 293-A, or RSA 294-A; a limited liability company formed or authorized under RSA 304-C or a professional LLC under RSA 304-D; or a limited liability partnership formed or authorized under RSA 304-A:44. In each case, the entity’s business office must be identical with the registered office. The registered office must be a physical street address in New Hampshire at which in-hand service of process can be effected; a P.O. Box is not acceptable.
The form instructions for Form LLC-1 – Certificate of Formation direct that the registered agent must reside in New Hampshire and that the application will not be processed without a named agent or if an out-of-state address is listed. If the LLC fails to maintain a registered agent, the Secretary of State may administratively dissolve the LLC under RSA 304-C:136, and the LLC may be unable to maintain lawsuits in state courts.
Note: A registered agent may resign by signing and filing a written notice of resignation with the Secretary of State under RSA 304-C:36, III. The appointment terminates 31 days after the resignation is filed or upon appointment of a successor agent, whichever occurs first.
LLC Filing Requirements in New Hampshire
An LLC is formed in New Hampshire by delivering a certificate of formation to the Secretary of State for filing. Under RSA 304-C:31, “one or more authorized persons shall deliver a certificate of formation to the Secretary of State for filing,” and the LLC’s existence begins on the date and at the time the certificate is filed unless the organizer specifies a delayed effective date.
The formation document is filed using Form LLC-1 – Certificate of Formation. The certificate must include the following:
- The LLC’s name, including a required designator (LLC, L.L.C., or Limited Liability Company)
- A description of the nature of the LLC’s primary business or purpose (a general clause such as “any lawful activity” is not accepted—a descriptive statement is required)
- The name of the registered agent and the street address of the registered office in New Hampshire
- A statement of whether management of the LLC is or is not vested in a manager or managers
- The signature of a manager (if manager-managed) or a member (if member-managed)
- Optional: principal office address, principal mailing address, business phone, and business email
The filing fee for the certificate of formation is $100 by mail or $102 online (the additional $2 is an electronic handling charge mandated by RSA 5:10-a). Checks should be made payable to “State of New Hampshire.”
The table below summarizes the available filing methods.
| Filing Method | Details |
| Online | File through NH QuickStart; an account must be created; fee is $102; credit card accepted (MasterCard, Visa, Discover) |
| By Mail | Mail one original document and check to the Corporation Division, NH Dept. of State, 107 N Main St, Rm 204, Concord, NH 03301-4989. |
| In Person | Deliver to State House Annex, 3rd Floor, Rm 317, 25 Capitol St, Concord, NH; expedited same-day processing is available for an additional $25 fee |
Paper filings are typically processed within 5 to 7 business days under normal conditions. A filed-stamped copy will be returned to the filer within approximately 30 days, as noted in the Form LLC-1 instructions. Online filings are generally processed more quickly.
A delayed effective date may be specified in the certificate, but it may not be later than 90 days after the date of filing, per RSA 304-C:29. Upon acceptance, the Secretary of State endorses the certificate with the word “filed” and the filing date, and returns an endorsed copy to the filer as proof of formation.
Annual Report: Each LLC must deliver an annual report to the Secretary of State between January 1 and April 1 of each year following the calendar year in which the LLC was formed, as required by RSA 304-C:194. An LLC formed between December 1 and April 1 is not required to file an annual report during that filing window; its first report is due the following year. The annual report fee is $100 (or $102 online), with a $50 late fee for reports not filed by April 1. Failure to file for two consecutive years results in administrative dissolution.
How Much Does it Cost to Create an LLC in New Hampshire?
| Cost | Mandatory or Optional | Amount | When It Applies | Official Source |
| Certificate of Formation (Form LLC-1)—mail | Mandatory | $100 | At formation | RSA 304-C:191 |
| Certificate of Formation (Form LLC-1)—online | Mandatory | $102 | At formation (includes $2 electronic handling charge) | NH Secretary of State LLC forms and fees |
| Name Reservation (Form 1) | Optional | $15 | Before formation, to reserve a name for 120 days | RSA 304-C:191 |
| Expedited In-Person Processing | Optional | $25 | At formation, if same-day processing is requested | NH Secretary of State Business FAQs |
| Annual Report | Mandatory | $100 (mail) / $102 (online) | Between January 1 and April 1 each year following formation | RSA 304-C:191 |
| Annual Report Late Fee | Conditional | $50 | If the annual report is filed after April 1 | RSA 304-C:191 |
| Certified Copy | Optional | $5 certificate fee + $1 per page | When a certified copy of a filed document is needed | RSA 304-C:191 |
| Certificate of Good Standing | Optional | $5 | When proof of good standing is required | RSA 304-C:191 |
| Certificate of Amendment (Form LLC-3) | Optional | $35 | If the certificate of formation is amended after filing | RSA 304-C:191 |
| Registered Agent Change (Form 10) | Optional | $15 | If the registered agent or registered office is changed | RSA 304-C:191 |
| Commercial Registered Agent Service | Optional | Varies by provider | Ongoing, if a third-party agent is retained | — |
LLC Operating Agreement in New Hampshire
New Hampshire law does not require an LLC to adopt an operating agreement, but the statute expressly contemplates one and makes it the central governance document for the LLC’s internal affairs. Under RSA 304-C:16, an “operating agreement” means any agreement of the member or members “as to the internal affairs of a limited liability company or the conduct of its business.” The agreement is not filed with the Secretary of State — it is an internal document retained by the LLC and its members.
The statute gives the operating agreement broad authority to shape virtually every aspect of the LLC’s governance. RSA 304-C:40 provides that an operating agreement “may be written, oral, or implied by course of dealing or otherwise,” and the statute of frauds does not apply to operating agreements under RSA 304-C:44. Even a single-member LLC may have an enforceable operating agreement under RSA 304-C:43.
Without an operating agreement, the statutory default rules govern. Under RSA 304-C:47, the LLC is managed by its members. Profits and losses are allocated based on the agreed value of each member’s contributions under RSA 304-C:90. Membership rights excluding the limited liability company interest are nontransferable unless the operating agreement provides otherwise, per RSA 304-C:24. A member may withdraw on 30 days’ written notice under RSA 304-C:103. These defaults may not reflect the members’ actual intentions, which is why a written operating agreement is strongly recommended even though the statute does not mandate one.
A single-member LLC should also adopt a written operating agreement. The document reinforces the separation between the member’s personal assets and the LLC’s assets and can be important evidence in maintaining limited liability protection if the LLC’s separate-entity status is later challenged.
How to Get an EIN for an LLC in New Hampshire
A federal Employer Identification Number (EIN) is a nine-digit number issued by the Internal Revenue Service that identifies the LLC for federal tax purposes. Any LLC that has employees, files certain federal tax returns (such as excise tax returns), or withholds taxes on income paid to a nonresident alien must obtain an EIN. A single-member LLC with no employees is not strictly required to have one, but most banks require an EIN to open a business account, and obtaining one is generally recommended.
The fastest method is to apply online through the IRS EIN Online Application. The EIN is issued immediately upon completion. The applicant must have a valid Taxpayer Identification Number (SSN or ITIN), and the LLC must be located in the United States or a U.S. territory. The online tool is available Monday through Friday from 6:00 a.m. to 1:00 a.m. (next day), Saturday from 6:00 a.m. to 9:00 p.m., and Sunday from 6:00 p.m. to midnight, all Eastern Time.
Alternatively, the applicant may complete IRS Form SS-4 and submit it by fax (EIN issued in approximately four business days) or by mail (approximately four to five weeks). The application requires the name and Taxpayer Identification Number of the LLC’s responsible party, the individual who controls, manages, or directs the LLC, and the disposition of its funds and assets. For a single-member LLC, the responsible party is typically the sole member.
There is no fee to apply for an EIN.
Registering for State Taxes in New Hampshire
New Hampshire does not impose a general sales tax or a personal income tax, but it does levy two business-level taxes that may apply to a newly formed LLC: the Business Profits Tax (BPT) and the Business Enterprise Tax (BET). Both taxes are administered by the New Hampshire Department of Revenue Administration (DRA).
The BPT is assessed on the taxable business profits of business organizations conducting activity within the state. The current rate is 7.5% for taxable periods ending on or after December 31, 2023. For taxable periods beginning on or after January 1, 2025, every business organization with gross business income from all activities exceeding $109,000 must file a BPT return.
The BET is assessed on the enterprise value tax base, the sum of all compensation paid or accrued, interest paid or accrued, and dividends paid. The current rate is 0.55% for taxable periods ending on or after December 31, 2023. For taxable periods beginning on or after January 1, 2025, every business enterprise with gross receipts exceeding $298,000 or an enterprise value tax base exceeding $298,000 must file a BET return, as described on the DRA’s Business Enterprise Tax FAQ page. BET paid may be credited against BPT liability.
Tax filings and payments are submitted through the DRA’s online portal, Granite Tax Connect.
Although New Hampshire has no general sales tax, LLCs operating in the restaurant, lodging, or vehicle rental industries must collect and remit the Meals and Rooms (Rentals) Tax at a rate of 8.5%. Operators must obtain a Meals and Rentals Tax license through Granite Tax Connect.
| Tax Type | Agency | Rate / Threshold | Registration Method |
| Business Profits Tax (BPT) | NH Dept. of Revenue Administration | 7.5% (gross income > $109,000) | Granite Tax Connect |
| Business Enterprise Tax (BET) | NH Dept. of Revenue Administration | 0.55% (gross receipts > $298,000) | Granite Tax Connect |
| Meals & Rooms (Rentals) Tax | NH Dept. of Revenue Administration | 8.5% on prepared meals, room rentals, and vehicle rentals | Apply for Operator’s License |
Note: Because New Hampshire has no broad-based personal income tax and no general sales tax, many small LLCs that fall below the BPT and BET filing thresholds have no state tax filing obligation beyond their annual report with the Secretary of State. LLCs that exceed the thresholds must file returns with the DRA.
Registering as an Employer in New Hampshire
An LLC that hires employees in New Hampshire must register with the appropriate state agencies for unemployment insurance and workers’ compensation coverage. Because the state does not impose a personal income tax, there is no state income tax withholding requirement for employers.
Unemployment Insurance: The LLC must file an Employer Status Report with New Hampshire Employment Security (NHES) within 30 days of first employing in the state. Registration is completed online through the NHES Employer Registration portal. Once classified as an employer, the LLC is responsible for filing quarterly tax and wage reports and paying unemployment contributions.
Workers’ Compensation Insurance: New Hampshire law requires every employer to provide workers’ compensation insurance, regardless of whether employees are full-time or part-time. Coverage must be obtained prior to hiring the first employee. Workers’ compensation insurance is purchased through private carriers; New Hampshire does not operate a state insurance fund. The New Hampshire Department of Labor, Workers’ Compensation Division oversees compliance and can be reached at (603) 271-3176.
New Hire Reporting: Employers must report all newly hired employees to New Hampshire Employment Security within 20 days of the hire date. Reports can be filed through the NHES Web Tax & New Hire Reporting System or by submitting Form NHES 0085.
| Obligation | Agency | Registration Method |
| Unemployment Insurance | NH Employment Security | Employer Registration portal |
| Workers’ Compensation Insurance | NH Dept. of Labor (via private carriers) | Obtain policy from authorized insurer; verify coverage through DOL Employer Information |
| New Hire Reporting | NH Employment Security | Web Tax & New Hire Reporting System |
The LLC must also comply with federal employer obligations, including filing IRS Form 941 (Employer’s Quarterly Federal Tax Return), paying FUTA (Federal Unemployment Tax Act) taxes, and completing Form I-9 (Employment Eligibility Verification) for each new hire.