To form a New Hampshire corporation, you’ll need to work with the Corporation Division of the Secretary of State. All the paperwork required to start your business can be filed online through the state’s business registration system, NH QuickStart. You can also download the forms and send them by mail. Are you wondering how to get started? Take a look at our comprehensive guide below.
How do I form a Corporation in New Hampshire?
Steps to form your New Hampshire Corporation
- Name Your Corporation
- Appoint Directors
- Choose an New Hampshire Registered Agent
- File the New Hampshire Articles of Incorporation
- Create Corporate Bylaws
- Draft a Shareholder Agreement
- Issue Shares of Stock
- Apply for Necessary Business Permits or Licenses
- File for an EIN and Review Tax Requirements
- Submit your Corporation’s first report
To start a New Hampshire corporation, you must file the Articles of Incorporation with the Secretary of State. However, there are other steps you’ll need to take before and after filing this document. Gathering all of the necessary information, filing paperwork correctly, and making business decisions can feel overwhelming.
To simplify the process of forming a corporation in New Hampshire, we’ve put together 10 easy steps to form your business:
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. For example, 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.” If you prefer, you can use an abbreviation of any of those words instead. A corporation name also cannot:
- 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,” or “Visiting Nurse,” or anything similar without a letter from the New Hampshire Department of Health and Human Services stating that the 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
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.
It isn’t required, but you may want to do a trademark search to see if the name has been trademarked at the federal and 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.
If your 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:
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
Those who start a corporation are called incorporators. 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.
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.
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 an 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.
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.
You can act as your own agent in New Hampshire, but you may not want to since you already have plenty to do. A professional service offers many benefits, including peace of mind, security, and continual compliance.
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 other states. When choosing which state to incorporate, consider costs, tax policies, business incentives, and corporate laws. Some states offer more benefits than others when it comes to starting and running a corporation.
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 some abbreviation of one of these words
- How many shares the corporation is authorized to issue
- The name of a registered agent and the physical location of a registered office
- A brief description of the type of business
- The name of each incorporator, their business address, and their signature
It’s optional to include the principal business information, 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.
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 $100. The state also charges a $2 fee for handling.
In addition, New Hampshire law requires incorporators to file another document with the Articles of Incorporation. This addendum must state that the corporation complies with New Hampshire securities laws.
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; however, state law requires incorporators or a board of directors to adopt initial bylaws for the corporation.
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 stock is sold or transferred
- The shareholder meeting schedule
- Disclosure of conflicts of interest
- How bylaws can be amended
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 should 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 stock can be transferred or sold
- How to distribute dividends
- What to do if the corporation dissolves
Using a customizable template can help you draft a great shareholder agreement. The document doesn’t need to be filed with the state; however, 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.
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. 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). You need one if your business plans to hire employees. It’s also used when filing taxes and opening business bank accounts. 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 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 report.
How much does it cost to start a corporation in New Hampshire?
It costs $100 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 $100 to:
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 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 an 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.
A C corporation is treated as a separate tax-paying 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.
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.
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