How To Fill Out The New Hampshire Certificate of Formation
The New Hampshire Certificate of Formation is the official document filed with the New Hampshire Secretary of State, Corporations Division to establish a Limited Liability Company (LLC). After the filing is approved by the state, the business can officially begin operating and register for the necessary business licenses and permits.
To file the New Hampshire Certificate of Formation, you will need to submit the completed LLC-1 Certificate of Formation form to the New Hampshire Secretary of State. The form can be completed and sent by mail or filed online.
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Let’s go over how to fill out the LLC Certificate of Formation in New Hampshire. To get started, visit the New Hampshire Secretary of State’s website to download the form.
Step 1: Pick a Name for the LLC
The first step in filling out the New Hampshire Operating Agreement is to pick a business name.
There are a couple of requirements when choosing a New Hampshire LLC name.
1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of New Hampshire. You can verify name availability by doing a New Hampshire LLC name search with the New Hampshire Secretary of State to be sure the LLC name is available.
2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
– or similar abbreviations
Enter the LLC name including the identifier to continue. If you choose a name that is taken, the Secretary of State will return your application.
Step 2: Enter the Principal Business Information
This section is looking for the Principal Office Address and Mailing Address
The Principal Office Address may be, but is not required to be, the actual place of the business to the physical street address, or the main location where the business records are kept. A physical address must be used as PO Boxes are not acceptable.
A Principal Mailing Address can be used if a different address is preferred to receive correspondence from the Secretary of State. A PO Box can be used.
The business phone number and email address is requested, along with a checkbox to select whether the annual report reminder should be sent by email.
Step 3: Indicate the Primary Purpose of the LLC
In this section, you will enter some basic information regarding the activities of the LLC.
A little detail on what the business will do is necessary, but keeping this statement somewhat generic allows the purpose of the business to change and not need to later amend the Certificate of Formation.
If you know the NAICS code for your primary business activity, you can enter it here. The NAICS or North American Industry Classification System is a classification system to group businesses into similar industries for the primary purpose of tracking economic activity.
Step 4: Appoint a Registered Agent
One requirement to have an LLC in New Hampshire is to appoint a New Hampshire registered agent. The registered agent is a party that is located in the state of New Hampshire that will receive important notices at their registered office and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC. The address of the registered office must be a physical street address as a PO Box isn’t allowed.
Provided the LLC member lives in the state of New Hampshire, they may act as the registered agent or the agent can be an adult resident of the state or registered agent service.
Related: Should you be the registered agent?
Step 5: Choose the Management Structure
The next step provides information regarding whether the LLC is Manager-Managed or Member-Managed.
A Member-Managed LLC is involved with the day-to-day operations of the business. Many LLCs are operated and run by the owner, in which case would be Member-Managed.
A Manager-Managed LLC refers to a Limited Liability Company that hires a manager to run the business, similar to hiring a CEO of a corporation.
If management is vested in a manager(s), this line must be completed with “is”. If
management is not vested in a manager(s), this line must be completed with “is not”. “Is” or “is not” are the only two acceptable entries.
Step 6: Enter the Names of LLC Members and/or Managers
Enter the name(s), address(es), and title(s) of all the LLC Members and/or Managers.
Step 7: Sign the Certificate of Formation
A signature of an Organizer is needed to file the Certificate of Formation. An Organizer is someone who is involved with the LLC formation and may or may not be a member, such as a mentor, attorney, or accountant, but any of the initial member(s) could be listed as an organizer.
If the organizer agrees to the terms, they will sign and provide their contact information, along with sending the state filing fee.
Related: Who can be an LLC Organizer?
You’ve filed your New Hampshire Certificate of Formation! Now what?
After the LLC is officially filed with the New Hampshire Secretary of State, there are a few additional things to follow up on. Below is a list of some of the tasks to consider.
Prepare a New Hampshire LLC Operating Agreement
The operating agreement is an internal document that covers items like ownership rights, profit and loss distribution, member responsibilities, and more.
New Hampshire Statute § 304-C:41 states that an LLC Operating Agreement is optional. Despite the Operating Agreement not being required, it is recommended to have one as it can help to prevent disputes among members and protect the LLC’s legal status.
Obtain an EIN
The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number that is assigned by the Internal Revenue Service (IRS).
The EIN will be needed before filing business tax returns, opening a bank account, hiring employees, registering for business licenses and permits, and more.
Related: How to Apply for an EIN