How to Incorporate in New Hampshire
New Hampshire Secretary of State—Corporation Division
107 North Main Street
25 Capitol Street—3rd Floor
Concord, NH 03301-4951
Statutory Authority: New Hampshire Business Corporation Act — N.H. Rev. Stat. § XXVII 293-A (2012)
New Hampshire Incorporation General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
3. Complete the “Statement of Compliance With New Hampshire Securities Laws.”
4. Prepare a Letter of Transmittal.
5. Submit the completed documents, a photocopy of each, and filing fees to the New Hampshire Secretary of State.
New Hampshire Articles of Incorporation
The following information is legally necessary and sufficient to form a for-profit corporation in New Hampshire:
1. Company name
2. Number of authorized shares
3. Registered agent name and street address
4. Business purpose
5. Name, address, signature, and email of each incorporator
New Hampshire Incorporation Fee Schedule
Application for Reservation of Name: $15.00
Articles of Incorporation: $100.00
Application for Certificate of Authority for a Foreign Corporation: $100.00
Certified Copy: $6.00 minimum
Annual Report: $100.00
Articles of Dissolution: $35.00
Your company name must end with a corporate designator. In New Hampshire the specific corporate designators are: “Incorporated” “Corporation” “Limited” “Inc.” “Corp.” “Ltd.”
Conduct an entity name search on the New Hampshire Secretary of State website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing an “Application for Reservation of Name” and paying a name reservation fee of $15.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
New Hampshire requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a New Hampshire resident or active New Hampshire business entity that has a New Hampshire street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a New Hampshire resident and have a New Hampshire street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a New Hampshire corporation. Nevertheless, New Hampshire permits you to add other provisions to your Articles of Incorporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and ongoing compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File Annual Report.
Registering as a Foreign Entity
1. Complete the “Application for Certificate of Authority for a Foreign Corporation.”
2. Complete the “Statement of Compliance With New Hampshire Securities Laws.”
3. Submit the completed documents, along with the $100.00 filing fee, to the New Hampshire Secretary of State.
Dissolving a New Hampshire Corporation
1. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by filing “Articles of Dissolution by Incorporators or Initial Directors.”
2. A corporation that has issued shares and has commenced business can file “Articles of Dissolution by board of Directors and Shareholders.”
3. Complete the appropriate “Articles of Dissolution.”
4. Submit the completed document, along with the $35.00 filing fee, to the New Hampshire Secretary of State.