New Hampshire LLC Formation Requirements

Articles of Organization

In any New Hampshire LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the New Hampshire Secretary of State, Corporations Division for filing. State law requires that certain information be included in the articles of organization of your New Hampshire LLC formation. This information must include:

  • The LLC name
  • The nature of the primary business or purposes of the limited liability company;
  • The address of the registered office and the name and address of the registered agent for service of process
  • If the limited liability company is to have a specific date of dissolution, the latest date on which the limited liability company is to dissolve;
  • A statement as to whether the management of the LLC is vested in a manager or managers
  • Any other matters the members decide to include

Filing

Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Division of the Secretary of State by one or more persons.

Unless otherwise specified, the record must be signed in the name of the LLC by: (a) a manager of a LLC that has a manager, (b) a member of a LLC that does not have a manager, or (c) if the LLC is in the hands of a receiver, executor, or other court appointed fiduciary, trustee, or other fiduciary, by that fiduciary. The record must also state beneath or opposite the signature the name and title (capacity) of the signer.

A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.

Additionally, a New Hampshire LLC formation generally requires inclusion and/or considering of the following:

Operating Agreement

Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.

Membership

A LLC must have at least one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements:
  • Procedure for Membership: A person may acquire a membership interest in the LLC either
    • Upon formation of the LLC or
    • At a time providing in the operating agreement or if not indicated as reflected in the records of the LLC. After formation of the LLC, a person may acquire a membership interest (1) directly from the LLC, at the time provided in the operating agreement or, if not indicated, upon the consent of all members and when the person’s admission is reflected in the LLC records

Resignation of Membership

Certain prohibitions exist surrounding the ability of a member to resign from the company.

  • A member may not resign from a limited liability company except in accordance with the operating agreement
  • A withdrawal before the time specified in the operating agreement is a breach of that agreement
  • Unless the operating agreement forbids a member to withdraw, a member may do so by providing 30 days written notice or by providing notice as specified in the operating agreement
  • The LLC may recover for any damages created by a wrongful withdrawal

Contribution

The contributions of a member to the LLC may consist of cash, property, services rendered or a promissory note or other obligation to contribute cash or property or to perform services.

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