Articles of Organization LLC New Hampshire
What Are New Hampshire Articles of Organization?
In New Hampshire, the formation document for a Limited Liability Company (LLC) is officially known as the Articles of Organization. This document is essential for legally establishing an LLC within the state. The Articles of Organization serve as a formal declaration of the LLC's existence and outline fundamental details about the company. The legal framework governing the formation and operation of LLCs in New Hampshire is found in the New Hampshire Revised Statutes Annotated (RSA) Chapter 304-C.
Are New Hampshire Articles of Organization Required?
Yes, filing the Articles of Organization is mandatory for forming an LLC in New Hampshire. According to RSA 304-C:31, an LLC is not legally recognized until the Articles of Organization are filed with the New Hampshire Secretary of State. Failure to file this document means the LLC does not legally exist, and the business cannot benefit from the liability protections and tax advantages that an LLC structure provides.
Information Required in New Hampshire Articles of Organization
Name Requirements
The name of the LLC must include the words "Limited Liability Company" or the abbreviations "L.L.C." or "LLC" as per RSA 304-C:32. The name must be distinguishable from other registered entities in New Hampshire. Certain words, such as "bank" or "university," may require additional approval from relevant state agencies. To check name availability, use the New Hampshire Business Name Search tool.
New Hampshire Registered Agent and Registered Office
Every New Hampshire LLC must designate a registered agent and a registered office. The registered agent can be an individual resident of New Hampshire or a business entity authorized to do business in the state. The registered office must be a physical address in New Hampshire, not a P.O. Box, as specified in RSA 304-C:36. The registered agent must consent to their appointment.
Management Structure
The Articles of Organization must specify whether the LLC is member-managed or manager-managed, as outlined in RSA 304-C:37. The document should include the names and addresses of the initial managers or members, depending on the management structure chosen.
Organizer Information
An organizer is responsible for filing the Articles of Organization. There are no residency requirements for organizers in New Hampshire. The organizer must provide their name and address, as required by RSA 304-C:31.
Purpose Statement
New Hampshire allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, if the LLC is involved in licensed professions, additional documentation may be required. For more information, visit the New Hampshire Professional Licensing page.
Certificate of Formation Effective Date
The Articles of Organization become effective upon filing unless a delayed effective date is specified. The delayed date cannot be more than 90 days after the filing date, as per RSA 304-C:31.
How to File New Hampshire Articles of Organization
Online
The New Hampshire Secretary of State offers an online filing system called QuickStart. This service is available 24/7, and the processing time is typically immediate. Payment can be made via credit card, and a convenience fee may apply. To file online, create an account, complete the required fields, and submit the payment.
To file by mail, send the completed Articles of Organization to:
New Hampshire Department of State
Corporation Division
107 North Main Street, Room 204
Concord, NH 03301-4989
Include one original and one copy of the Articles, along with a check payable to "State of New Hampshire." The processing time for mail filings is generally 5-7 business days. The original document will be returned to the filer.
New Hampshire Articles of Organization Filing Fee
The filing fee for the Articles of Organization in New Hampshire is $100. For the official fee schedule, visit the New Hampshire Secretary of State's fee page. Additional fees may apply for expedited processing or online convenience fees. All fees are non-refundable.
What Happens After Filing New Hampshire Articles of Organization?
Once the Articles of Organization are filed, the LLC is legally recognized as a business entity in New Hampshire. The Secretary of State will issue a Certificate of Formation as evidence of filing. The LLC must obtain a Federal Employer Identification Number (EIN) from the IRS. Additionally, the LLC may need to register for state taxes with the New Hampshire Department of Revenue Administration. An operating agreement is recommended, though not required by law. The LLC must file an annual report with the Secretary of State, as detailed on the Annual Report page.
Common Mistakes When Filing New Hampshire Articles of Organization
- Name Availability Issues: Failing to check name availability can lead to rejection. Use the Business Name Search tool to ensure the name is unique.
- Missing Required Information: Omitting essential details such as the registered agent's address can result in rejection. Ensure all fields are completed.
- Incorrect Fees: Submitting the wrong filing fee will delay processing. Verify the current fee on the fee schedule.
- Invalid Registered Agent: The registered agent must meet state requirements. Ensure the agent is a New Hampshire resident or authorized entity.
- Restricted Terms Without Approval: Using restricted words without proper approval can cause rejection. Obtain necessary approvals for terms like "bank" or "university."
- Unsigned Documents: Ensure the Articles are signed by the organizer. Unsigned documents will not be processed.
- Wrong Forms for Professional Services: Professional LLCs may require additional forms. Check the Professional Licensing page for guidance.
- Delayed Effective Date Errors: Specifying a delayed effective date beyond 90 days is not allowed. Ensure compliance with RSA 304-C:31.
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