Business Corporation Formation Filing Requirements in New Hampshire

At a glance

Requirements one by one

The articles are short, but the signer still has formal duties

Sections 293-A:2.01 and 293-A:2.02 allow one or more persons to act as incorporators. The articles state the name, authorized-share number, initial registered agent and street office, and each incorporator's name and address. If the corporation has not yet been formed, § 293-A:1.20 requires an incorporator to sign and state the signer's name and capacity. A corporate seal, secretary's attestation, acknowledgment, verification, and proof are optional.

Purpose and duration come from statutory defaults

Section 293-A:4.01 requires “corporation,” “incorporated,” or “limited,” an allowed abbreviation, or a like term in another language. Sections 293-A:3.01 and 293-A:3.02 supply any-lawful-business and perpetual-duration defaults unless the articles state narrower terms.

Initial directors are optional under § 293-A:2.02. The same section makes each incorporator's name and address public, but it does not require shareholders or officers in the articles. The Secretary of State's current FAQ says shareholder ownership is not filed; directors and principal officers become public through the later annual report under § 293-A:16.21.

Share terms depend on the capital structure stated in the articles

The articles must state the authorized-share number. Under § 293-A:6.01, any classes and series must be identified with their share counts. More than one class or series also requires a distinguishing designation and the preferences, rights, and limitations for each before issuance. At least one class or series must carry unlimited voting rights, and at least one must be entitled to the net assets on dissolution.

Par value is optional under § 293-A:2.02(b)(2)(iv). If the articles authorize the board to classify or reclassify unissued shares under § 293-A:6.02, the corporation must file articles of amendment stating the board-determined terms before issuing those shares.

Paper and online filings have different totals

Section 293-A:1.22 sets the base Articles of Incorporation fee at $100. The Secretary of State's current forms page lists Form 11 and says electronic fees carry an additional $2 handling charge, making the ordinary online total $102 before any optional expedited service. The paper route uses one signed original printed on 8.5-by-11-inch paper in black ink.

Under §§ 293-A:1.23 and 293-A:2.03, existence ordinarily begins when the articles are filed. An electronic filing is effective when accepted by the Secretary of State's corporate database. The articles may instead state a delayed effective time and date no later than the 90th day after filing.

Organization depends on whether the articles name directors

If initial directors are named, § 293-A:2.05 directs them to hold an organizational meeting to appoint officers, adopt bylaws, and handle other organization business. If no directors are named, the incorporators meet to elect directors and complete organization or elect a board that will do so. Incorporators may replace that meeting with written consents signed by every incorporator. Section 293-A:2.06 makes initial bylaws mandatory, although the Secretary of State FAQ confirms that bylaws are not filed with the state.

What trips people up

New Hampshire's 2026 anti-fraud filing rule is broader than an agent-signature box. Section 293-A:1.39 prohibits listing a registered agent, incorporator, director, officer, or other covered person without that person's knowledge or consent. It also prohibits using a business, mailing, or registered-office address without the owner or occupant's consent.

The first annual report is not part of Form 11. Section 293-A:16.21 generally places it between January 1 and April 1 of the year after incorporation, with a special exception for corporations incorporated during the December 1-through- April 1 period. The report fee is $100. The ordinary formation statutes and current Form 11 listing impose no newspaper-publication step.

Common questions

Must the articles list initial directors?

No. Section 293-A:2.02 permits their names and addresses but does not require them. If they are omitted, the incorporators handle the first organizational step.

Must New Hampshire articles state par value?

No. Par value is an optional articles term. The authorized-share number is mandatory, and any multi-class or multi-series structure must include the terms required by § 293-A:6.01.

Are bylaws filed with Form 11?

No. The corporation must adopt initial bylaws after incorporation, but the Secretary of State says bylaws are internal records and are not filed.

Statutes and sources

• N.H. Rev. Stat. Ann. §§ 293-A:1.20, 293-A:1.22, 293-A:1.23, 293-A:1.39, 293-A:2.01, 293-A:2.02, 293-A:2.03, 293-A:2.05, 293-A:2.06, 293-A:3.01, 293-A:3.02, 293-A:4.01, 293-A:5.01, 293-A:6.01, 293-A:6.02, and 293-A:16.21 — execution, articles, public fields, name, defaults, agent, shares, effectiveness, organization, bylaws, fees, and annual report. Current New Hampshire General Court text, accessed August 14, 2026.
• New Hampshire Secretary of State, Domestic and Foreign Corporation forms and fees — Form 11, online and paper routes, current base fee, and online handling charge, accessed August 14, 2026.
• New Hampshire Secretary of State, Business FAQs — public ownership, annual-report, name-reservation, and bylaw-filing guidance, accessed August 14, 2026.