Have you decided to stop transacting business with your New Hampshire limited liability company? The state of New Hampshire legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of New Hampshire.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of New Hampshire is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of New Hampshire.
How to Dissolve a Domestic New Hampshire LLC
Any LLC that was organized in the state of New Hampshire can dissolve itself by filing the Certificate of Cancellation of New Hampshire Limited Liability Company with the Department of State. You can download the form right here. This form will require the following information:
- LLC name
- Reason for dissolution (referred to as “cancellation”)
- Effective date of dissolution (if different than the date of filing)
- Title, name, and signature of the applicant (must be an LLC member or manager)
You will need to pay $35 in order to file the Certificate of Cancellation, along with an additional $2 surcharge if you file online. If you would rather file by mail, you can mail it to this address:
New Hampshire Department of State
Corporate Division
107 North Main Street
Concord, NH 03301-4989
If you want to submit your form in person, you can drop it off here:
State House Annex Room 341
25 Capitol Street, 3rd Floor
Concord, NH 03301
Mailed documents are generally processed in about 5-8 business days, while documents that are hand-delivered or submitted online are processed in 3-5 business days.
How to Dissolve a Foreign LLC in New Hampshire
Do you need to dissolve a limited liability company based outside of New Hampshire, but qualified to transact business within this state?
Dissolving an LLC that was formed outside of New Hampshire will require an extra step. First, you must obtain tax clearance from the New Hampshire Department of Revenue Administration. You can do this by filing the current year’s tax returns for your business and Form AU-22 (Certification Request Form) with the Department of Revenue.
Once you have received your tax clearance certificate, you can proceed with the next step. You will need to file an Application for Certificate of Cancellation of Registration of Foreign Limited Liability Company with the Department of State. This form requires the following information:
- LLC name
- State or jurisdiction of formation
- Affirmation that the LLC is no longer transacting business in New Hampshire
- Affirmation that the LLC surrenders its certificate of registration to transact business in New Hampshire
- Affirmation that the LLC revokes the authority of its registered agent to accept service of process, and gives this authority to the New Hampshire Secretary of State
- Mailing address for service of process
- An attached document from the Department of Revenue confirming that all taxes have been paid
- Signature of an authorized representative
The Certification Request Form requires payment of a $30 filing fee. You must make the check payable to the “State of New Hampshire.” Then, you can send the form and the payment to this address:
New Hampshire Department of Revenue Administration
Audit Division
109 Pleasant Street
P.O. Box 457
Concord, NH 03302-0457
Once you have received your tax clearance from the Department of Revenue, you can file the Application for Certificate of Cancellation of Registration (with the tax clearance document) to the Department of State. This application comes with a $35 filing fee, plus an additional $2 if submitted online. If you don’t want to file online, you can mail your forms to the following address:
New Hampshire Department of State
Corporate Division
107 North Main Street
Concord, NH 03301-4989
Or drop the documents off here:
State House Annex Room 341
25 Capitol Street, 3rd Floor
Concord, NH 03301
It can take as long as 60 days for the Department of Revenue to approve your tax clearance request, so it is best to file the Certification Request Form well in advance. The Department of State’s turnaround times are as follows: mailed documents are generally processed in about 5-8 business days, while documents that are hand-delivered or submitted online are processed in 3-5 business days.
What Else Do I Need to Know About LLC Dissolutions in New Hampshire?
The state of New Hampshire does not protect business names for voluntary dissolutions. In other words, as soon as you dissolve your LLC, anyone can claim your business name.
However, if your LLC is administratively dissolved by the state of New Hampshire, your business name will be protected for up to 120 days. Administrative dissolutions can occur if you fail to file your annual report. Domestic LLCs must miss two annual report deadlines in a row to be dissolved. If a foreign LLC does not file its annual report by the due date, the Department of State will send notice, giving the business 60 days to file the paperwork. If a foreign LLC does not meet this deadline, the business will be dissolved.
In the event of an administrative dissolution, domestic LLCs have the ability to file for reinstatement. To do this, you will need to file all delinquent annual reports and pay the penalty fees. It is cheaper and less complicated if you file for reinstatement within 120 days of your dissolution.
Foreign LLCs cannot file for reinstatement in New Hampshire following an administrative dissolution. Instead, you will need to file a new Application for Certificate of Authority.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
Dissolving a domestic LLC in New Hampshire simply requires you to file the Certificate of Cancellation. However, dissolving a foreign LLC requires you to file the Certification Request Form with the Department of Revenue, followed by a different version of the Certificate of Cancellation with the Department of State.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a New Hampshire LLC!