Operating Agreement LLC New Hampshire

A New Hampshire Limited Liability Company (LLC) Operating Agreement is an internal document that explains how the business will be managed. It outlines ownership interests, establishes management authority, and sets the procedures members will follow when making decisions. Some refer to it as a New Hampshire Operating Agreement or New Hampshire LLC Company Agreement. Regardless of the name used, it serves as the LLC’s primary internal governance document.

Many New Hampshire LLCs adopt an Operating Agreement during formation, while others prepare one later as operations evolve. The document is not filed with the state and remains part of the LLC’s internal records.

Is a New Hampshire Operating Agreement Required?

New Hampshire does not require LLCs to adopt an Operating Agreement. Under New Hampshire Revised Statutes Annotated 304-C, an Operating Agreement may be written, oral, or implied. Although optional, a written Operating Agreement is strongly recommended. Without one, the LLC defaults to New Hampshire’s statutory rules, which may not reflect how members intend to structure or manage the business.

Why a New Hampshire Operating Agreement Matters

Helps protect limited liability status

A written Operating Agreement helps demonstrate that the LLC operates as a separate legal entity. Courts may examine internal records when determining whether limited liability protections apply, especially for single member LLCs.

Establishes internal operating rules

New Hampshire’s default statutes apply only when the Operating Agreement does not address a specific issue. A written agreement allows members to define voting rights, management duties, profit distributions, and dispute resolution procedures.

Required by banks and professional advisers

Banks, lenders, accountants, and attorneys often request an Operating Agreement to confirm ownership and identify who has authority to act on behalf of the LLC.

Supports compliance with New Hampshire’s Annual Report requirement

New Hampshire LLCs must file an Annual Report each year. Assigning responsibility for this filing in the Operating Agreement helps ensure ongoing compliance.

Key Provisions to Include in a New Hampshire Operating Agreement

Basic Company Details

• LLC name
• Business purpose
• Principal office address
• Duration of the LLC
• Federal tax classification

New Hampshire requires LLC names to include Limited Liability Company, LLC, or an accepted abbreviation.

Registered Agent and Office

• Name and New Hampshire street address of the registered agent
• Procedures for changing the registered agent
• Filing requirements with the New Hampshire Secretary of State

Member Information

• Names and addresses of members
• Ownership percentages
• Initial capital contributions

Capital Contributions

• Description of each member’s contribution
• Rules for future contributions
• Statement that contributions do not earn interest unless agreed

Management Structure

• Whether the LLC is member managed or manager managed
• Duties and authority of members or managers
• Procedures for appointing or removing managers

Profit and Loss Allocation

• Method for allocating profits and losses
• Timing and conditions for distributions
• Confirmation that distributions may only occur if the LLC can meet its obligations

Tax Election

• Federal tax classification selected by the LLC
• Notice that certain elections require IRS filings

Voting Procedures

• Voting rights of members
• Quorum requirements
• Vote thresholds for approving actions

New Hampshire LLCs often base voting on ownership percentages unless modified by agreement.

Transfers of Interest

• Rules for voluntary and involuntary transfers
• Admission procedures for new members
• Treatment of interests upon withdrawal, death, or expulsion

Records and Bookkeeping

• Procedures for maintaining company and financial records
• Assignment of responsibility for filing New Hampshire’s Annual Report
• Statement that failure to file may result in penalties or administrative dissolution

Compensation

• Rules for compensating members, managers, or officers
• Reimbursement policies for business expenses

Dissolution

• Events that may trigger dissolution
• Steps for winding up the LLC
• Filing Articles of Dissolution with the New Hampshire Secretary of State

Amendments

• Procedures for modifying the Operating Agreement
• Requirement that amendments be approved in writing unless otherwise stated

Management Options for New Hampshire LLCs

Member Managed

Members manage the daily operations of the LLC and have authority to act on its behalf. This structure is common for small or closely held companies. Voting rights typically align with ownership percentages unless changed in the agreement.

Manager Managed

Members appoint one or more managers to handle daily operations. Managers may be members or nonmembers. Members retain authority over major decisions while delegating routine management duties.

Creating and Maintaining the New Hampshire Operating Agreement

Drafting and Signing

The Operating Agreement becomes effective once adopted by the members. New Hampshire recognizes written, oral, and implied agreements, but a written document provides clarity and reduces disputes.

Recordkeeping

The agreement should be stored with the LLC’s permanent records. New Hampshire requires annual filings, so organized documentation is essential for compliance.

Amending the Agreement

Members may amend the Operating Agreement by following the procedures outlined within the document. If amendments affect information on file with the state, the LLC must submit updated filings.