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LeapLaw's 50 State Blawg  > New Hampshire
Sponsored by:
Bay State Corporate Services, Inc.
Bay State Corporate Services, Inc.
6 Beacon Street
Suite 510
Boston, MA 02108
www.baystatecorp.com
Phone: (617) 742-8484
Toll Free:
Fax: (617) 742-8482




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Basics Box: New Hampshire
Secretary of State
Status Search
Forms
  • Fax File:
  • UCC: No
    Corporate: No
  • E File:
  • UCC: Yes
    Corporate: NO except annual reports
  • Expedited Services:
  • UCC: $50.00 while you wait(time of filing) $25.00 same day(Close of Business)
    Corporate: No for filing. $25.00 for document retrieval
  • Name Reservations:
  • $15 for 120 days except tradenames or non-profits
  • Preclearance:
  • Yes, no charge
    Annual Report Late Fees (New Hampshire)
    Domestic Corporation Summary (New Hampshire)
    Foreign Qualification Summary (New Hampshire)
    LLC Formation Summary (New Hampshire)
    UCC Contact Info (New Hampshire)
    UCC Filings (New Hampshire)

    Annual Report Late Fees (New Hampshire)
    NH RSA 293-A:1.22(a)(12) has been amended to provide that the late filing fee for 2005 Annual Reports will now be assessed at $25.00 per month. The assessment will begin with reports received on or after April 2nd and will increase on the 1st of each month thereafter.
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    Domestic Corporation Summary (New Hampshire)
    Pursuant to New Hampshire Business Corporation Act (N.H. Rev. Stat. Ann. § 293A:1.01 et seq.) a corporation incorporating in New Hampshire files Articles of Incorporation with the New Hampshire Secretary of State (NH SOS).

    Corporate Name: The corporate name must contain the word "corporation" "incorporated" "limited" or abbreviation thereof.

    Maximum Stock for Minimum Filing Fee: None. All corporations must state how many shares of stock the corporation is authorized to issue. All corporations must have at least one share. Articles must also contain the following statement: "The sale or offer for sale of any ownership interests in this business will comply with the requirements of the New Hampshire Uniform Securities Act (RSA 421-B)".

    No. of Directors: The corporation may have 1 director.

    Paid in Capital: No minimum paid in capital is required to commence business.

    Purpose: No specific business purpose is required.

    Preemptive Rights: Denied unless specifically granted.

    Cumulative Voting: Denied unless specifically granted.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of New Hampshire.

    Filing: Articles are signed by incorporator and filed with the NH SOS. Conformed signatures not allowed. Originals must be filed.

    Filing Fee: $100.00

    Securities Requirement: Form SRA – Addendum to Business Organization and Registration Form must be filed with the NH SOS stating that the capital stock of the corporation has been registered, or when offered will be registered, under Chapter 421-B or are exempted, or when offered will be exempted, under the Chapter, or are or will be offered in a transaction exempted from registration under the Chapter; and that the Articles of Incorporation state whether the capital stock will be sold or offered for sale within the meaning of the Chapter. Form SRA is attached to the Articles of Incorporation and should be signed by the incorporators of a corporation.

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of formation. The separate legal existence of a corporation begins when the charter is filed with the Secretary of State of the state of formation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.


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  • Foreign Qualification Summary (New Hampshire)
    Pursuant to the New Hampshire Business Corporation Act (N.H. Rev. Stat. Ann. § 293-A:15.01 et seq.), a foreign corporation may not transact business in New Hampshire until it files an Application for Certificate of Authority with the New Hampshire Secretary of the State (NH SOS).

    Name of Corporation: Name must contain "corporation" "incorporated" "limited" or abbreviation thereof.

    Name Conflict: In the event of a name conflict, the company may file a resolution of the directors adopting an available assumed name to be used within the State of New Hampshire.

    Good Standing Certificate: Good standing certificate is no longer required.

    Filing and Execution: The filing is signed by an officer of the company and submitted to the NH SOS together with a certificate of existence and the Form SRA.

    Securities Requirement: Form SRA – Addendum to Business Organization and Registration Form must be filed with the NH SOS stating that the capital stock of the corporation has been registered, or when offered will be registered, under Chapter 421-B or are exempted, or when offered will be exempted, under the Chapter, or are or will be offered in a transaction exempted from registration under the Chapter; and that the Articles of Incorporation state whether the capital stock will be sold or offered for sale within the meaning of the Chapter. Form SRA is attached to the Application for Certificate of Authority and should be signed by the incorporators of a corporation.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.


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    LLC Formation Summary (New Hampshire)
    Pursuant to the New Hampshire Revised Limited Liability Company Act, (RSA. § 304-C:1 et seq.) a limited liability company forming in New Hampshire files Certificate of Formation with the New Hampshire Secretary of State (NH SOS).

    LLC Name: The LLC name must contain the word(s) "limited-liability company" "limited company" or "limited L.L.C." "LLC" or "LC", company may be "Co."

    No. of Members: The LLC may have 1 member.

    Management: The certificate of formation must state whether or not the company will be managed by managers.

    Purpose: The LLC must state a primary purpose of business. It cannot be completely general. It must contain descriptive words. Rather than "consulting" it should include "consulting to engineering firms" for instance.

    Securities Statement: The certificate must state "The sale or offer for sale of any ownership interests in this business will comply with the requirements of the New Hampshire Uniform Securities Act (RSA 421-B)".

    Execution and Filing: Executed by manager or member. Conformed signatures are not accepted. Originals must be submitted to the NH SOS.

    Filing Fee: $100.00.

    Securities Requirement: Form SRA – Addendum to Business Organization and Registration Forms must be filed with the NH SOS stating that the beneficial ownership of the LP has been registered, or when offered will be registered, under Chapter 421-B or are exempted, or when offered will be exempted, under the Chapter, or are or will be offered in a transaction exempted from registration under the Chapter; and that the Certificate of Formation state whether the ownership will be sold or offered for sale within the meaning of the Chapter. Form SRA is attached to the Certificate of Formation and should be signed by the general partner(s).

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.


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  • UCC Contact Info (New Hampshire)
    Mailing Address:
    UCC Division, Department of State
    107 N. Main St.
    Concord, NH 03301-4989

    Physical Address:
    Monday through Friday 9:00am - 3:30pm.
    State House Annex Room 313
    25 Capitol St.
    Concord, NH 03301

    Telephone #: (603) 271-3276

    E-mail Address: UCC@sos.state.nh.us

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    UCC Filings (New Hampshire)
    UCC Financing Statements are filed in New Hampshire with the New Hampshire Secretary of State (NH SOS). Fixture filings will be filed at the county level where the mortgage is registered.

    Filing: UCC financing statements may be filed online.

    UCC Forms

    UCC Fees

    UCC Filings, Generally

    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.


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