Corporation Reinstatement and Revival Requirements in New Hampshire

At a glance

Requirements one by one

Confirm the record is an administrative dissolution

Under § 293-A:14.20, New Hampshire may dissolve a domestic business corporation for a fee or penalty unpaid for 12 months, an annual report overdue for 12 months, a 60-day registered-agent or registered-office default, expiration of the stated duration, or a filed document that knowingly violates applicable statutes. The Secretary of State mails written notice and gives 60 days to cure or disprove each ground under § 293-A:14.21 before mailing the dissolution notice and a reinstatement application.

The agent's authority survives dissolution. The corporation continues to exist but may conduct only winding-up and claimant-notice business until reinstated. The knowing-violation ground has a separate hearing and appeal procedure; it does not remove access to the reinstatement sections.

Use the ordinary route during the first three years

Section 293-A:14.22 requires filing within three years after the effective dissolution date. The application states the corporation's name and dissolution date, confirms that each ground did not exist or has been eliminated, and states that the current or proposed name satisfies § 293-A:4.01.

The tax certificate turns on a different clock. If the Secretary of State receives the application more than 120 days after the dissolution notice was mailed, it must include a Department of Revenue Administration statement of good standing under §§ 77-A:18(III) and 77-E:12(III). DRA currently charges $30 for that statement and requires all administered returns, taxes, interest, and penalties to be current.

Use late reinstatement after three years

Section 293-A:14.22-a does not end the possibility of reinstatement after three years. It creates a separate discretionary route. Acting or former directors or officers must show that late reinstatement will materially benefit at least one legal constituent and will not operate as a fraud on the public.

The late application repeats the name, dissolution-date, cure, and compliant- name statements. It also requires:

• the DRA certificate, without the ordinary route's 120-day exception;
• a statement that no lawsuits are pending against the corporation;
• an explanation of why reinstatement is requested;
• every annual-report fee, if any, for each year since dissolution; and
• an Employment Security statement showing contributions paid, no liability, or adequate provision for future payment.

Late-reinstatement notice is published once in the appropriate county newspaper or on the Secretary of State's website, invites comments, and gives the SOS mailing address. The agency says website notices remain posted for at least seven days.

Cure reports, charges, taxes, name, and agent records

The corporation must eliminate each dissolution ground. A report-based default therefore requires the applicable filings and charges. Section 293-A:1.22 sets the annual report at $100 and the late-filing amount at $50; the SOS public page shows the same figures.

The dissolved corporation's name is protected for only 120 days after notice. After that, the application may include a compliant replacement name, and the reinstatement certificate itself operates as an articles amendment. The late route expressly adds the $35 amendment fee for a name change and $15 for a registered-agent change.

Section 293-A:4.01 requires a corporate designator, lawful-purpose wording, and a distinguishable name, subject to its written-consent, undertaking, judgment, and successor-entity exceptions.

Use an authorized signer without extra formalities

Under § 293-A:1.20, the board chair, president, or another officer executes a corporate filing. A receiver, trustee, or other court-appointed fiduciary signs when applicable. The signer states a name and capacity.

The document may contain a seal, secretary attestation, acknowledgment, verification, or proof, but none is required. The reinstatement statutes do not state that the board or shareholders must separately approve the application. Late-route eligibility, however, depends on the required showing by acting or former directors or officers.

File the correct application and fee

The dissolution notice is mailed together with a reinstatement application. For another copy or a late-route application, obtain the applicable document from the Secretary of State's Corporations Division. The agency's public filing instructions direct paper filers to print, sign, and mail one original in black ink and make the check payable to the State of New Hampshire.

Section 293-A:1.22 lists $135 for ordinary reinstatement and $500 for late reinstatement. The printed § 293-A:14.22(b) cross-reference points to RSA 291-A:1.22(a)(7), while the actual Chapter 293-A fee schedule places ordinary reinstatement at § 293-A:1.22(a)(12). The late section also cross-references subparagraph (a)(12), even though the same fee schedule separately labels the $500 late-reinstatement fee at subparagraph (a)(18). Use the labeled fee entries and confirm the amount with the Division.

The statute permits the Secretary of State to set expedited-service charges, but the current public corporation page does not state a fixed expedite amount for either reinstatement application. This page therefore does not promise a particular paid turnaround.

Preserve relation back without overstating it

Both § 293-A:14.22(c) and § 293-A:14.22-a(e) relate reinstatement back to the effective dissolution date and let the corporation resume business as if dissolution never occurred. Neither section states a separate protection for a third party who relied on dissolution.

The statute does not decide whether relation back restores a separate license, resolves a tax assessment, validates a particular lawsuit step, defeats a limitations defense, or eliminates personal liability. If ordinary or late reinstatement is denied, § 293-A:14.23 permits a superior-court appeal within 30 days after notice of denial.

What trips people up

• Three years does not end every route. It moves the corporation into the more demanding and discretionary late-reinstatement process.
• The tax clock is 120 days from notice mailing. It is not measured from the dissolution date or the three-year deadline.
• Late reinstatement requires more than back reports. The no-lawsuit, reason, Employment Security, benefit/no-fraud, and public-notice items are separate conditions.
• Name protection lasts 120 days. Check availability and be ready to include a replacement name.
• The fee cross-references are internally mismatched. The fee schedule's labeled entries state $135 ordinary and $500 late reinstatement.

Common questions

Can a New Hampshire corporation return after three years? Yes, but only through the late route in § 293-A:14.22-a and only if the Secretary of State accepts the required benefit-and-no-fraud showing and supporting items.

Is tax clearance required during the first 120 days? Section 293-A:14.22 requires the DRA certificate only when the application is received more than 120 days after the dissolution notice was mailed. Late reinstatement always requires it.

Does the application need notarization? No. Section 293-A:1.20 expressly makes acknowledgment, verification, and proof optional.

Does reinstatement have retroactive effect? Yes. Both routes relate back to the effective administrative-dissolution date, subject to separate issues the reinstatement statutes do not decide.

Statutes and sources

• N.H. Rev. Stat. Ann. §§ 293-A:14.20 to 14.23 — grounds, notice and cure, name protection, ordinary and late applications, tax and employment clearance, publication, relation back, and denial appeal. Official Chapter 293-A (accessed 2026-08-02).
• N.H. Rev. Stat. Ann. §§ 293-A:1.20 and 1.22 — signer, optional formalities, amounts due with filing, $135 ordinary fee, $500 late fee, report and change charges, and expedite authority. Official § 293-A:1.22 (accessed 2026-08-02).
• N.H. Rev. Stat. Ann. § 293-A:4.01 — corporate-name requirements and exceptions. Official § 293-A:4.01 (accessed 2026-08-02).
• N.H. Rev. Stat. Ann. §§ 77-A:18(III) and 77-E:12(III) — DRA good-standing statement and $30 request. Official § 77-A:18 (accessed 2026-08-02).
• New Hampshire Secretary of State and Department of Revenue Administration — corporation filing instructions, report charges, late notices, and current certification-request method. Official corporation page (accessed 2026-08-02).