Limited Liability Companies – New Hampshire

By | February 7, 2008

Address of state office for filing:
Department of State
Corporation Division
107 N. Main St.
Concord NH 03301-4989
Telephone: (603) 271-3246
State web address: www.nh.gov
State law reference: New Hampshire Revised Statutes Annotated, Title 28, Chapter 304-C. Professional limited liability
companies are also governed by Title 28, Chapter 304-D. (Section 304-D:20).
Title of filing: Certificate of Formation.
Filing Fee: The total filing fee is $100. This is comprised of $50 for the Certificate of Formation, plus $50 for the SRA form. Name requirements: The official name may contain the name of a member or a manger, and must contain the words “Limited Liability Company” or the abbreviations “LLC,” “L.L.C.,” “L L C” or “L. L. C.” (Section 304-C:3). If the company provides professional services, the name must have “Professional” or the abbreviation “P” before “Limited” or “L.” (Section 304-D:6). A company name may be reserved for 120 days for a fee of $15. (Section 304-C:4).
Organizer requirements: A limited liability company may be organized by one person. The organizer need not be a natural
person, nor a member. (Section 304C:2).
Certificate of Formation requirements: Certificate of Formation must contain the following: (1) name of company, (2) company
purpose, (3) registered agent name and office address, (4) duration of company, if less than perpetual, (5) if management is to be vested
in managers, a statement to that effect, and (6) any additional matters. (Section 304-C:12).
Annual report requirement: Yes, to Secretary of State. (Section 304-C:80). Filing fee of $100.
Publication requirement: No.
Effective date of limited liability company organization: On the date of official approval of Certificate of Formation, the
company becomes a legal entity and the members are shielded from personal liability. (Section 304C:12).
Membership requirements: Minimum number required is one. The member may be a natural person or a business entity.
(Section 304C:1(V), (X), (XI)).
Other: The Certificate of Formation must be signed by a manager. If there are no managers, it must be signed by a member. (Section 304-C:2(VI)). Also, an Addendum to the Certificate of Formation must be filed along with the Certificate of Formation, stating that the company complies with or is exempt from state securities laws. (Section 304-C:12). The Addendum is filed on 22 Limited Liability Company Form SRA, which is included in each Certificate of Formation Packet.