How to Dissolve an LLC in New Hampshire? (2024 Guide)

Delina Chantel Yasmeh
Published by Delina Chantel Yasmeh | Author
Last updated: June 20, 2024
FACT CHECKED by Lou Viveros, Growth & Transition Advisor
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If you are a business owner in New Hampshire, and you want to dissolve your limited liability company, there are a few things you need to know.

As a certified LLC consultant with over a decade of experience, I will discuss the dissolution process and what steps you need to take to close your company. I will also provide some tips on how to make the process as smooth as possible.

Quick Summary

  • To dissolve an LLC in New Hampshire, you must file the Articles or Certificate of Dissolution with the Secretary of State.
  • The dissolution process of an LLC should follow the guidelines stated in the operating agreement.
  • According to the U.S. Chamber of Commerce, in December 2023, there was a 10.1% increase in new business applications in New Hampshire, reflecting the dynamic nature of the state's business environment.
  • Personally, ensuring a thorough and compliant dissolution process is essential to avoid future legal and financial complications.


6 Steps to Dissolving an LLC in New Hampshire

Two coworkers sitting in front of each other smiling

Follow these steps to dissolve an LLC in New Hampshire.

Step 1: Vote to Dissolve the LLC

The first step in dissolving an LLC in New Hampshire involves a formal vote by the LLC members.

"In New Hampshire, LLC dissolution requires member voting, while corporations need a two-step approval process: a board resolution followed by shareholder voting."

-Jon Morgan, Co-Founder & Chief Editor of Venture Smarter

This decision is crucial and must be made by the operating agreement of the LLC, which typically outlines the process and required majority for such decisions.

This document should also outline the procedures for dissolution and how the LLC assets of the company will be distributed.

If the operating agreement doesn't specify, New Hampshire law will provide default rules.

It's important to document this decision in the form of a written resolution, as it serves as an official record of the members' agreement to dissolve.

This documentation is not only a formal requirement but also helps in future legal or financial proceedings.

Step 2: Notify Creditors About Your LLC's Dissolution

Once the decision to dissolve is made, the LLC must inform its creditors. This step is essential to protecting the LLC and its members from future claims.

According to the U.S. Chamber of Commerce, in December 2023, there was a 10.1% increase in new business applications in New Hampshire compared to the previous year, indicating a shifting economic landscape that could affect creditor relationships [1].

The notification should include information about the dissolution and provide a clear deadline for submitting claims. It's also important to specify the mailing address where creditors can send their claims.

This process helps in settling all outstanding debts and obligations, ensuring that creditors have a fair opportunity to present any claims against the LLC.

Step 3: File Final Tax Returns and Obtain Tax Clearance

To dissolve your New Hampshire LLC, you will need to obtain a tax clearance certificate from the New Hampshire Department of Revenue.

This certificate proves that all taxes have been paid and that there are no outstanding tax liabilities.

To request the issuance of tax certification for your New Hampshire LLC dissolution, you will need to complete and submit Form AU-22, the Certification Request Form, which you can find on the New Hampshire Department of Revenue website [2].

The tax clearance fee is $30 and will be valid for 60 days from the date of issuance.

Step 4: File Articles or Certificate of Dissolution

Two coworkers shaking hands

The next step in dissolving your LLC in New Hampshire is to file your Articles of Dissolution with the New Hampshire Secretary of State. This is a simple form that can be found on the Secretary of State's website.

Be sure to include your LLC name, date of dissolution, and reason for dissolution.

The filing fee for your New Hampshire LLC articles of dissolution is $35.

You can file it online, in person, or by mail at:

  • New Hampshire Secretary of State
  • Corporation Division, NH Dept.
  • PO Box 2054, Concord, NH 03302-2054

If your LLC was formed in another state but is registered to do business in New Hampshire, you will need to file a Certificate of Cancellation with the New Hampshire Secretary of State.

Step 5: Distribute Assets

After settling all debts and obligations, the remaining assets of the LLC should be distributed among the members.

This distribution must be done according to the terms of the operating agreement or, in its absence, in accordance with state law.

The process involves liquidating any remaining assets, which might include selling property or dividing physical assets. It's important to keep detailed records of these transactions to ensure a fair and transparent distribution process.

According to the U.S. Small Business Economic Profile, small businesses in New Hampshire experienced a net decrease of 12,641 jobs, highlighting the importance of fair asset distribution during the dissolution process [3].

Step 6: Close All Accounts and Cancel Licenses and Permits

The final step in dissolving an LLC in New Hampshire involves closing all business accounts and canceling any licenses or permits. This includes bank accounts, credit lines, and any other financial accounts associated with the LLC.

Additionally, any licenses or permits that were issued to the LLC for business operations must be formally canceled.

This step is crucial to avoid ongoing liabilities or legal obligations associated with the now-dissolved LLC.

FAQs

How Much Does It Cost to Dissolve an LLC in New Hampshire?

It costs $35 to dissolve an LLC in New Hampshire. The fee covers the processing of the Articles of Dissolution by the SOS.

How Long Does It Take to Dissolve an LLC in New Hampshire?

It takes 5-8 business days to dissolve an LLC in New Hampshire if you file by mail. In-person submissions may take 3–5 business days to process.

References

  1. https://www.uschamber.com/small-business/new-business-applications-a-state-by-state-view
  2. https://www.revenue.nh.gov/forms/2017/documents/au-22-2016.pdf
  3. https://advocacy.sba.gov/wp-content/uploads/2022/08/Small-Business-Economic-Profile-NH.pdf

About The Author

Author
Delina Chantel Yasmeh, J.D./Tax LL.M, specializes in Mergers and Acquisitions at Deloitte and PwC, managing billion-dollar transactions. Educated in Accountancy at California State University and holding advanced degrees from Loyola Law School, she is highly skilled in tax law. Delina also dedicates time to pro bono work for women and children.
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Growth & Transition Advisor
LJ Viveros has 40 years of experience in founding and scaling businesses, including a significant sale to Logitech. He has led Market Solutions LLC since 1999, focusing on strategic transitions for global brands. A graduate of Saint Mary’s College in Communications, LJ is also a distinguished Matsushita Executive alumnus.
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