Start a New Hampshire Corporation

Step 1: Name your New Hampshire corporation

The first step toward starting your business is to decide on a name. New Hampshire law directs how to name your corporation. Learn more about NH business name requirements below:

Corporation Name Requirements

The name must be distinguishable from any other business name registered with the Secretary of State. It must also contain the word “Corporation,” “Incorporated,” or “Limited.” You can instead use the abbreviation “corp.,” “inc.,” or “ltd.”

A corporation name can’t:

• Imply that the business is organized for a purpose other than that which is permitted by law and its Articles of Incorporation

• Imply that the business is affiliated with any U.S. government agency, state agency, or local government authority

• Be similar to the name of any political party without written approval from the political organization

• Be vulgar or grossly offensive

• Include “Bank,” “Credit Union,” or “Trust Company” without written approval from the New Hampshire Banking Department

• Include “Home Health Care,” “Home Care,” “Visiting Nurse,” or anything similar without a letter from the New Hampshire Department of Health and Human Services stating that your business is licensed or has applied for licensure

• Include “Farmers Market” unless the business meets the lawful definition of such

• Allude to licensed professions, such as “Architect,” “Architecture,” “Engineer,” and “Engineering” without approval from the New Hampshire Office of Professional Licensure and Certification

Naming a New Hampshire Professional Corporation

New Hampshire has a few distinct rules for naming a professional corporation. For starters, you’ll use a slightly different designator: “professional corporation” or “professional association” or one of these abbreviations: “Prof. Corp.,” “Prof. Ass’n.,” “P.C.,” or “P.A.”

You also need to ensure that your company name meets any naming requirements enacted by your industry. These rules can vary from one industry to another, so please check with your industry’s regulatory board for a complete list of naming rules.

Conduct an Online Name Availability Search

To check if the name you want to use is available, conduct an online name availability search. You can also call the Secretary of State’s information line at 603-271-3246 or email the Corporation Division at Corporate@sos.nh.gov to do a preliminary name search.

Trademark Search

It isn’t required, but you may want to do a trademark search to see if the name has been trademarked at the federal or state levels. Search the United States Patent and Trademark Office (USPTO) database to check on name availability. If you decide to file your name with the USPTO, it will cost at least $225 per class of goods or services. You’ll need to renew the trademark every 10 years. You can also register a trademark with the state of New Hampshire, which costs $50. It’s often easier and quicker to register a trademark at the state level, but the federal level offers broader protection, which is especially useful if you plan to do business outside of New Hampshire.

Reserving Your Business Name

If your New Hampshire corporation name meets all naming criteria and appears to be available, it’s smart to reserve the name. Fill out an Application for Reservation of Name and file it with the state for $15 online, plus a $2 handling fee, or mail it with a check or money order for $15 to:

Corporation Division
NH Dept. of State
107 N. Main St., Rm 204
Concord, NH 03301-4989

State name reservations are valid for 120 days to give you time to gather everything needed to file the Articles of Incorporation. The name becomes registered with the state after you file the articles.

If you want to do business under a name other than the corporation’s legal name, you’ll need to register a “doing business as” (DBA) name with the state online.

Step 2: Appoint directors

Incorporators are people who start a corporation. They are responsible for appointing directors to form a board. A director can be an incorporator, but they don’t have to be. They also don’t have to be a resident of New Hampshire or a shareholder of the corporation.

Board of Director Requirements

The state requires each corporation to have a board of directors that consists of one or more individuals. It’s the board’s job to manage your corporation’s business affairs and provide oversight as needed. For professional corporations, at least half of the directors need to be licensed in the company’s profession (with the exception of the secretary and treasurer).

Appointing Directors

Directors are appointed at the first annual shareholder meeting held before filing the New Hampshire Articles of Incorporation. At this meeting, the incorporators will also determine the share structure, execute an incorporator’s statement, and create and approve corporate bylaws. Rules for the appointment, removal, or succession of directors should be included in your bylaws.

Step 3: Choose a New Hampshire registered agent

A registered agent receives legal documents and correspondence from the state on behalf of your corporation. According to New Hampshire corporation law, your business must continuously maintain a registered agent and registered office.

How to Add a Registered Agent

In New Hampshire, a registered agent is named in the Articles of Incorporation. They must be a resident of the state and provide a physical in-state mailing address. They may also be a company authorized to provide registered agent services in New Hampshire. The registered agent must generally be present at the registered office during all normal business hours.

Who Can Be Your Registered Agent

You can act as your own agent in New Hampshire, but you may not want to since you already have plenty to do. Plus, you don’t want to be tied to the office all day or be served with notice of a lawsuit in front of clients. A professional service offers many benefits, including peace of mind, security, and continual compliance.

Need a registered agent? Use our registered agent service.

Step 4: File the New Hampshire Articles of Incorporation

The Articles of Incorporation is a document you file with the Corporation Division of the New Hampshire Secretary of State to form your corporation officially. This document is also known as a Certificate of Incorporation in some other states. When choosing which state to incorporate, consider costs, tax policies, business incentives, and corporate laws. When you file with the Corporation Division, a filing fee is typically associated with filing your business. Some states offer more benefits than others when it comes to starting and running a corporation.

What do Articles of Incorporation need to include?

To file the New Hampshire Articles of Incorporation, you’ll need the following information:

• A corporate name that contains the word “Corporation,” “Incorporated,” or “Limited,” or the abbreviation “corp.,” “inc.,” or “ltd.”
• Principal office address, phone number, and email

• How many shares the corporation can issue, along with their type and par value

• The name of a registered agent and the physical location of a registered office

• A brief description of the type of business
• Whether it will be a benefit corporation

• The name of each incorporator, their business address, and their signature

These items, like the corporation name and business address, are required. You can also offer additional helpful information.

Optional Information to Include

It’s optional to include the share type and value of each share. To make sure you have enough shares to issue, it’s commonly recommended to list at least 10 million authorized shares. You don’t have to issue this number of shares, but you may issue up to this amount.

Filing the Articles as a Professional Corporation

If you’re filing as a professional corporation, a lot of the formation process looks pretty similar, but you’ll actually file a different version of the form: Form 11PC, a dedicated version for professional corporations. This form requests a lot of the same information listed above, but you’ll also be asked about your professional service. Please make sure you file the correct version of the form to help streamline your filing process as much as possible.

How to File Your New Hampshire Articles of Incorporation

To file the New Hampshire Articles of Incorporation online, you’ll need to create an NH QuickStart account. You can then sign in and file the Articles from your account for $102. The state also charges a $2 fee for handling.

Step 5: Create corporate bylaws

Corporate bylaws are rules used to govern the operations of your corporation. They are often created and adopted at an organizational meeting held before filing the Articles of Incorporation. You don’t need to file corporate bylaws in New Hampshire, but state law requires incorporators or a board of directors to adopt initial bylaws for the corporation. For professional corporations, the bylaws need to uphold any requirements enacted by the industry’s regulatory board.

Any provision that isn’t inconsistent with the Articles of Incorporation or the law may be included in corporate bylaws in New Hampshire. You’ll also want to include:

• A corporation mission statement

• The rights and responsibilities of incorporators, directors, and officers

• The qualifications, elections, and terms of directors and officers

• Management structure details

• Information about committees

• How to sell or transfer stock

• The shareholder meeting schedule

• Disclosure of conflicts of interest

• How to amend bylaws

Step 6: Draft a shareholder agreement

A shareholder agreement is a legal agreement between those who hold shares in the company. It describes how a corporation should operate and may include:

• Shareholder names and contact information
• Shareholder rights and responsibilities
• Financial obligations
• Time commitments
• Voting rights
• Rules for appointing officers
• Actions that shareholders can take
• How to amend the agreement
• How to sell or transfer stock
• How to distribute dividends
• What to do if the corporation dissolves

Using a customizable template can help you draft a shareholder agreement. The document doesn’t need to be filed with the state, but it should be kept with the company’s records so that it can be referred to as needed.

Step 7: Issue shares of stock

A corporation is required to issue shares of stock, as stated in the Articles of Incorporation. A stock can be issued only once, but it may be traded or sold as needed. Some business owners give shares in the company to initial investors as compensation for their earlier investments. You’re legally required to keep records of how many shares have been issued and to whom.

Issuing shares is a way to raise capital, or funds, to help start your corporation. Your business will issue shares as a private or public corporation. Private stock shares are often held by the company’s founders, managers, and employees. A private group of investors may also own private shares. A public corporation issues some of its shares for public purchase and needs to file quarterly statements with the U.S. Securities and Exchange Commission (SEC).

You’ll note in the Articles of Incorporation how many shares you’re authorized to issue, and then, you must follow through on issuing some or all of those shares. One way to determine how many shares to authorize is to calculate the amount of capital needed and divide that value among stock shares.

For more information about state regulations, contact the New Hampshire Bureau of Securities Regulation at 603-271-1463.

Issuing Stock as a Professional Corporation

Professional corporations have to be a bit more selective about who they issue shares to. Under New Hampshire state law, professional corporations may only issue shares to individuals who are licensed in the company’s profession or business entities that are licensed in the same professional service. If, for some reason, a shareholder ceases to be licensed (retirement, non-compliance, etc.), they’ll need to transfer their shares to a qualified shareholder promptly.

Step 8: Apply for necessary business permits or licenses

Business permits and licenses may be required for your corporation to do business in New Hampshire legally. They can be industry-specific and required at the local, state, and federal levels. As a business owner, you’re responsible for finding and applying for any necessary permits or licenses. 

You can search different government agencies online or contact the clerk’s office of your town or city to find requirements. Unfortunately, there’s no one-stop search for all business licenses and permits. To simplify the process, you can hire another business to perform the search for you. Some required licenses in New Hampshire include:

• Meals and Rooms (Rentals) License. This permits restaurants, grocery stores, bakeries, hotels, lodging establishments, and motor vehicle rentals to collect and remit taxes on meals, rooms, and motor vehicle rental services.
• Tobacco Tax Operator’s License. This permits businesses to sell tobacco products.
• Communications Services Retailer’s Tax License. This allows communications services retailers to collect and remit taxes to the Department of Revenue Administration.

Businesses regulated by permits and licenses may be subject to routine inspections, certifications, accreditations, or registrations. As a result, this step is especially important for professional corporations. Most permits and licenses must be acquired before you begin business operations.

For more information about regulated industries and professional licenses, call the New Hampshire Department of Justice at 603-271-3658. For food service licensing, contact the New Hampshire Department of Health and Human Services at 603-271-4583.

Step 9: File for an EIN and review tax requirements

An Employer Identification Number (EIN) is a unique tax ID number issued by the Internal Revenue Service (IRS). It’s required for all corporations. It’s also used when hiring employees, filing taxes, and opening a business bank account. Opening a business bank account makes it easier to track your business finances and get ready for tax season.

It’s free to apply for an EIN online. You can also apply by mail or by faxing the completed form to 855-641-6935.

As an employer in the state, you’ll need to register with New Hampshire Employment Security for state tax purposes. File an Employer Status Report within 30 days of first providing employment in New Hampshire. They will establish an account for you and send you a Determination of Liability. The report can be faxed to 603-225-4323 or mailed to:

New Hampshire Employment Security
45 South Fruit Street
P.O. Box 2058
Concord, NH 03301

If you have any questions about your employer status, call 603-228-4033. For questions about tax rates or reports, call 603-228-4048.

Step 10: Submit your corporation’s first report

A corporation’s first report is filed with the New Hampshire Secretary of State. It provides details about your business for the state’s records. In New Hampshire, the New Hampshire annual report is your corporation’s first report.

The deadline to file your first report is anytime between Jan. 1 and April 1 of the year following incorporation. The online filing fee is $100, plus $2 for handling. After the first report, you’ll file an annual report every other year by April 1 for the same cost.

If there have been no changes to your business or principal information, you can file a quick one-click annual report. First, search for your corporation by its name or business ID number issued by the state at the time of incorporation. Then, confirm your business information as listed in the database and pay the filing fee.

If you have any changes, you must log in to your NH QuickStart account to file the first or annual report.

How much does it cost to start a corporation in New Hampshire?

It costs $102 to file your business’s Articles of Incorporation in New Hampshire. If you’re a nonprofit, it only costs $25 to do so. A $2 handling fee is charged when you file online. You can also print the Articles and mail them with a check for $102 to:

Corporation Division
NH Dept. of State
107 N. Main St., Rm 204
Concord, NH 03301-4989

Additional startup fees to consider include:

• Name reservation ($15+)
• Registered agent services ($49+)
• Federal trademark registration ($225+)

Also, be prepared for recurring costs after your initial registration. Licenses and permits often need to be renewed regularly, and you’ll need to file an annual report with the state each year for $100.

ZenBusiness products can help reduce your stress and handle the red tape associated with starting a corporation in New Hampshire. We’ll assist in the process of forming your business and help keep your corporation compliant as it grows.

What are the benefits of a corporation in New Hampshire?

There are many advantages to forming a corporation in New Hampshire. Registering with the state establishes your business and enables it to be recognized outside of the U.S. A corporation can also issue stock to raise funds, and the structure protects your personal assets from the company’s debts and liabilities. Other benefits, such as business incentives and tax credits, are specific to New Hampshire.

While there are many advantages, a few disadvantages also exist. A corporation is subject to many rules and regulations by which it must abide by the law. It may also face double taxation on profits, depending on how it’s taxed at the federal level.

How is a New Hampshire corporation taxed?

A corporation in New Hampshire is taxed as a C corporation, an S corporation, or a nonprofit corporation. If you plan to form a nonprofit, you can apply to the IRS for tax-exempt status. New Hampshire honors this exemption, although you may need to notify the Charitable Trusts Unit of the state’s Department of Justice of your status.

C Corporation

A C corporation is treated as a separate tax-paying business entity. The corporation pays taxes on its profits, and its shareholders also pay taxes on profits received from the company. This is known as double taxation. To avoid this scenario, some businesses choose to be taxed as an S corporation.

S Corporation

When a business decides to be taxed as an S corporation, corporate income, losses, deductions, and credits are passed through to the shareholders. The shareholders then file personal tax returns and are taxed at their individual income tax rates. S corporations must have no more than 100 shareholders and only one class of stock.

Both C and S corporations may be liable to pay the following federal taxes:

• Income tax
• Estimated tax
• Social Security tax
• Medicare tax
• Income tax withholding
• Federal unemployment tax
• Excise tax

New Hampshire also levies state business taxes. The business enterprise tax is a tax on the business’s enterprise value tax base. It’s assessed on:

• The sum of all compensation paid or accrued
• Interest paid or accrued
• Dividends paid by the business

The business profits tax is a tax on business income. Contact the Department of Revenue Administration for information about these taxes and more.

We can help!

Ready to create your corporation? We can help you form your business entity in minutes with our corporation filing service (note: we don’t currently support professional corporation formations). We also offer a variety of other services, including expedited filing fees and worry-free compliance once your corporation is up and running.