How to Dissolve an LLC in New Hampshire

Dissolving a business often involves complex procedures. However, for a limited liability company in New Hampshire, dissolving it takes a handful of paperwork. When an LLC is formed in New Hampshire, the owner(s) draft the operating agreement. If the owner(s) decide to dissolve the business, the dissolution takes place following the articles mentioned in the operating agreement.

In this article, LLCBuddy editors shared the ins and outs of dissolving an LLC in New Hampshire. LLCs must file the Articles of Dissolution with the New Hampshire Secretary of State like the formation certificate was filed at the time of forming an LLC in New Hampshire. It takes a few days to process and a handful of fees to be paid to the SOS. Many people hire a professional service to do the paperwork to process it hassle-free.

How to Dissolve an LLC in New Hampshire

At the time of forming an LLC, an operating agreement draft must be written. Generally, the process of dissolution takes place following the operating agreement (read: New Hampshire LLC operating agreement). Before the dissolution process, there are a few things to consider in the LLC.

First, make sure all the members of the LLC agree to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started.

Dissolution of New Hampshire LLC requires three broad procedural steps. Having a New Hampshire LLC Operating Agreement, closing all the tax accounts, and finally submitting the Articles of Dissolution form to the New Hampshire Secretary of State.

Step 1: Follow the LLC Operating Agreement in New Hampshire

When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-

First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.

All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
After that, a formal date for dissolving the LLC will be decided.
The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
Finally, the creditors of the business are notified, and the debts of the business are settled.

This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC in New Hampshire.

Get a Professional Agent Service

When it comes to a limited liability company dissolution, it is important to get professional help. New Hampshire registered agent will guide you with everything you need to close your limited liability company. While choosing a registered agent make sure they have a physical street address in the state. A professional service provider helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services in New Hampshire that we strongly recommend for you.

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Step 2: Close All Tax Accounts

Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax accounts, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC’s duration and make a list of them.

You must contact all government entities and clear the amount of outstanding taxes due by the date you have decided to dissolve. All the taxes must be paid in advance so that you don’t face any issues in the process of shutting down your LLC.

Some of the common taxes that limited liability companies have to pay are:

Unemployment insurance tax
Employee withholding tax if your LLC has employees.
If your LLC is engaged in selling taxable goods then they are liable to pay the sales and use tax.

Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close their accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required. That is why the LLC owner should go through the sales tax guide and hire an accounting service.

Tax clearance

While dissolving the New Hampshire LLC, the owner is not required to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form.

The IRS form for the LLCs that are classified as partnerships is Form 1065, and those LLCs who have registered themselves as corporate should check IRS Form 1120.

BOI Reporting

If you’re going to dissolve your LLC this year, make sure to update your BOI reporting. From January 1, 2024, the Financial Crimes Enforcement Network (FinCEN) implied a rule to all businesses, including LLCs in New Hampshire to file the BOI Report. The Beneficial Ownership Information (BOI) in New Hampshire is a report that states about in and out of the company. This report must be up-to-date and submitted to the FinCEN before you proceed to the dissolution.

Step 3: File Articles of Dissolution

There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like a New Hampshire Certificate of Formation, one has to file New Hampshire LLC Certificate of Formation. The dissolution procedure and filing the articles of dissolution form is very easy and is discussed below.

First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as filing by mail, in-person drop, or/and online filing.
You can follow the filing instructions on the official portal so that the steps for dissolution will be easier to complete.
For offline filing, LLCs must download the form and submit it to the New Hampshire Secretary of State physical office along with the state filing fee.
If you want to dissolve New Hampshire Foreign LLC then look for the Foreign LLC Dissolution process.
You must fill in all the important and legal information in the form, so you should be extra careful.
After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
After filling in every detail, one should submit the form through an official mail address and make a payment.

Filing	Forms and Details
Online Applications	LLC Dissolution Online
Offline Applications	LLC Certificate of Cancellation
SOS Contact (if offline application is available)	Corporation Division, NH Dept. of State, 107 N Main St, Rm 204, Concord, NH 03301
Filing Time	5 to 8 working days
Filing Fee	$35

The LLC you own is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it’s his call whether he accepts your expedited dissolutions or not.

Points to Be Noted When Dissolving an LLC in New Hampshire

Apart from these three steps, no major dissolution rules are there in New Hampshire. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.

Winding Up

Some purposes of LLC require some attention even after dissolution, known as winding up. The task of winding up includes.

For a certain period, the property of a business requires preservation.
If there is any civil case against the LLC, then the owner needs to finish them.
Settle all the existing disputes of LLC.
Transfer all the property of the LLC to the names of partners.
Release all the liabilities that the LLC owes to others.
Rightful distribution of all the assets among members, according to their percentage of partnerships.

Cost of Dissolving LLC

LLC costs in New Hampshire include the formation as well as dissolution fees. To dissolve an LLC in New Hampshire, LLCs have to file an Article of Dissolution. The filing fee is $35. The details are mentioned in the articles of dissolution filing form. Following are the ways to pay for the dissolution,

You can select a payment pick-up option.
There is an option for direct account transfer through your prepaid accounts.
LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction the state will make.

After Dissolving Your LLC

After you dissolve an LLC in New Hampshire, you can reinstate or revive the same within a given time. In New Hampshire, the LLC name will be available up to 120 days. After this, the name will be available to other LLCs. Besides, you might revive or reinstate the LLC in New Hampshire if that is available. According to the New Hampshire SOS, you can revive your LLC within 3 years.

Reasons Behind Dissolving an LLC in New Hampshire

People always think they can leave the company without any notice and there will be no issue. But if you have an LLC that you created with a legal obligation, it needs to be ended that way. Yes, if someone will dissolve an LLC in New Hampshire, they will have to do it while taking care of the government. For dissolving the company, there is always a reason. The reason can be voluntary or involuntary too. Let’s get to know about the involuntary reasons,

If the company was caught doing illegal business.
If the company’s member died due to some reason or went bankrupt.
The dissolution will be mandatory if the assets of the business are used unwisely.
If the time being of the company was already determined in the will, then the company will go into dissolution at that time.

Top Businesses in New Hampshire

With the population of 1,395,847, New Hampshire is one of the favorable places to start an LLC. According to several reports, starting an LLC for Hair Care Services can be profitable as various places in the state showed steady growth in this business over the past few years. On the other side, based on the city or region you’re going to start your LLC, you can decide the type of business to start. Following are the top 5 businesses you can start in New Hampshire.

Hair Care Services
Digital Marketing Firm
Custom Apparel Printing
Food Truck
Tutoring Business

New Hampshire LLC Dissolution Review – A Quick Recap

Here’s a recap of the steps you must follow when dissolving your New Hampshire LLC. Click on the steps in this list if you want to read the full details.

Follow Your New Hampshire LLC Operating Agreement: Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.
Close All Tax Accounts: Make sure you close all your tax accounts to avoid incurring further costs.
File Certificate of Formation: File the article of dissolution to make it known to the state where your LLC operates that you are indeed no longer in business.

FAQs

How do I dissolve an LLC in New Hampshire?

In order to dissolve an LLC in New Hampshire, you must file Articles of Dissolution with the New Hampshire Secretary of State.

What information do I need to include in the Articles of Dissolution in New Hampshire?

You will need to include the name of the LLC, the date of dissolution, and a statement that the majority of the members voted to dissolve the LLC.

Is there a filing fee to dissolve an LLC in New Hampshire?

Yes, there is a filing fee to dissolve an LLC in New Hampshire. The fee is $35 as of the time of writing.

Do I need to notify creditors of the LLC’s dissolution in New Hampshire?

Yes, you are required to notify known creditors of the LLC’s dissolution in New Hampshire. This gives them an opportunity to file claims against the LLC before it is officially dissolved.

Can I continue doing business as an LLC in New Hampshire after filing for dissolution?

No, once you have filed for dissolution of your LLC in New Hampshire, you are no longer allowed to conduct business under that entity.

What is the deadline for filing the Articles of Dissolution in New Hampshire?

There is no specific deadline for filing the Articles of Dissolution in New Hampshire, but it should be done as soon as possible after a decision to dissolve the LLC has been made.

What happens to the LLC’s assets and debts in New Hampshire after dissolution?

After the LLC is dissolved in New Hampshire, any remaining assets will be distributed to the members after all debts and liabilities have been paid.

Can I reinstate my dissolved LLC in New Hampshire?

Yes, you can reinstate a dissolved LLC in New Hampshire by filing an Application for Reinstatement along with any delinquent annual reports and fees.

What are the consequences of not properly dissolving an LLC in New Hampshire?

Failing to properly dissolve an LLC in New Hampshire can result in continued liability for taxes, penalties, and fees associated with the entity.

Can I use a different name for my LLC after it has been dissolved in New Hampshire?

Yes, you can use a different name for a new business entity after dissolving your LLC in New Hampshire.

Do I need to file a final tax return for the dissolved LLC in New Hampshire?

Yes, you must file a final tax return for the dissolved LLC in New Hampshire, reporting the income earned up to the date of dissolution.

Are there any ongoing compliance requirements for a dissolved LLC in New Hampshire?

Once an LLC is dissolved in New Hampshire, there are no ongoing compliance requirements. However, you should keep records of the dissolution for your own records.

Can I transfer the LLC’s EIN to a new business entity in New Hampshire?

No, you cannot transfer the EIN of a dissolved LLC to a new business entity in New Hampshire. You will need to apply for a new EIN for the new entity.

Do I need to cancel the LLC’s registered agent after dissolution in New Hampshire?

Yes, you should notify the registered agent that the LLC has been dissolved in New Hampshire and cancel their services.

Will dissolving an LLC in New Hampshire affect my personal liability protection?

Dissolving an LLC in New Hampshire will not affect the personal liability protection that was afforded to the members while the LLC was active.

Can I dissolve an LLC with pending lawsuits in New Hampshire?

Yes, you can still dissolve an LLC in New Hampshire with pending lawsuits, but you should consult with a legal professional to ensure all legal matters are addressed.

What happens if there are remaining assets or liabilities after dissolution in New Hampshire?

Any remaining assets after dissolution in New Hampshire will be distributed to the members, and remaining liabilities will need to be settled before the dissolution is final.

Can I dissolve an LLC that is in good standing with the state in New Hampshire?

Yes, you can dissolve an LLC that is in good standing with the state of New Hampshire. It is a voluntary process that can be initiated by the members.

Is there a specific form I need to use to dissolve an LLC in New Hampshire?

Yes, you will need to use the specific form provided by the New Hampshire Secretary of State’s office to file for dissolution of an LLC.

Can I dissolve an LLC in New Hampshire if it has outstanding tax obligations?

Yes, you can dissolve an LLC in New Hampshire even if it has outstanding tax obligations, but you will still be responsible for resolving those obligations.

Do I need to notify the New Hampshire Department of Revenue Administration of the LLC’s dissolution?

Yes, you should notify the New Hampshire Department of Revenue Administration of the LLC’s dissolution to ensure that all tax matters are properly closed out.

Can I dissolve an LLC in New Hampshire if it is involved in ongoing contracts?

Yes, you can dissolve an LLC in New Hampshire even if it is involved in ongoing contracts, but you will need to fulfill any obligations under those contracts.

Is there a publication requirement for LLC dissolution in New Hampshire?

No, there is no publication requirement for LLC dissolution in New Hampshire. The filing with the Secretary of State is sufficient.

Can I change my mind after filing for dissolution of an LLC in New Hampshire?

If you change your mind after filing for dissolution of an LLC in New Hampshire, you may be able to withdraw the dissolution filing within a certain timeframe.

Can I dissolve an LLC in New Hampshire if one of the members has passed away?

Yes, you can dissolve an LLC in New Hampshire if one of the members has passed away, but you will need to follow the appropriate procedures outlined by the state.

Will dissolving an LLC in New Hampshire affect the LLC’s ability to enter into contracts?

Once an LLC is dissolved in New Hampshire, it will no longer have the ability to enter into new contracts or obligations under the dissolved entity.

Can the dissolution of an LLC in New Hampshire be challenged by creditors?

Yes, creditors of the LLC in New Hampshire may challenge the dissolution if they believe it will impede their ability to collect on debts owed to them.

What steps should I take to wind up the affairs of the LLC in New Hampshire after dissolution?

After dissolving an LLC in New Hampshire, you should wind up the affairs by settling debts, distributing assets to members, and filing final tax returns.

What is the fee for filing a Certificate of Dissolution in New Hampshire?

The fee for filing a Certificate of Dissolution in New Hampshire is $35.

Can I file the Certificate of Dissolution online in New Hampshire?

Yes, you can file the Certificate of Dissolution online through the New Hampshire Secretary of State’s website.

In Conclusion

Dissolving a business is not an easy task as a lot of homework is involved with the process. The official process might have only a few steps, however, before and after dissolving the LLC, there might be a lot of other tasks. In this case, it is highly recommended to get a professional service. If you are looking to file an LLC at $0, then ZenBusiness is your answer.

Limited liability companies reduce owners’ personal liability. Having an LLC is quite cost-effective. However, if it is required to close down the business, then the dissolution process should be done legally. This article shared the general steps. Let us know if you have any queries.

How to Dissolve an LLC in New Hampshire