Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in New Hampshire

At a glance

Requirements one by one

Direct conversion, plan, and two approval paths

New Hampshire permits a domestic corporation to become a New Hampshire or qualifying foreign LLC directly. Pre-2014 debt instruments and contracts that address merger but omit entity conversion also reach conversion until amended. RSA 293-A:9.50 to RSA 293-A:9.52.

The plan states the resulting entity type and foreign jurisdiction, terms, share conversion and consideration, and full resulting organic documents. It may use outside facts and authorize bounded prefiling amendments. RSA 293-A:9.51.

Ordinarily the board adopts, submits, and recommends the plan; conflict, special circumstances, or RSA 293-A:8.26 allow explained nonrecommendation, and the board may condition submission. Each separately entitled voting group approves by a majority of all votes entitled unless the articles or board requires more. RSA 293-A:9.52(a)(1)-(5).

The alternative is unusual. Written consent from every shareholder, including nonvoters, eliminates the board resolution, shareholder notice, and appraisal rights. A consent using only entitled voters follows RSA 293-A:7.04 but does not receive those three special consequences. RSA 293-A:9.52(a)(8).

On the ordinary meeting path, every holder receives the plan or summary plus the resulting LLC's organic documents. Each nondissenting holder who would acquire owner liability separately consents in writing. RSA 293-A:9.52(a)(4), (7).

Domestic and foreign filings

For a New Hampshire LLC result, an officer or other representative signs Articles of Entity Conversion stating the old/new names, resulting type, and approval, and containing or attaching the LLC Certificate of Formation. A combined corporation/LLC record is permitted if it satisfies both laws. RSA 293-A:9.53.

The LLC certificate states its name, registered office and agent, specific primary business or purpose, and member- or manager-management. RSA 304-C:31.

A foreign LLC result instead uses Articles of Charter Surrender stating the corporation, conversion purpose, approval, destination jurisdiction, and any nonfiling-entity executive office. RSA 293-A:9.54.

The statutory base fee is $35 for entity-conversion articles, and the current LLC page lists $100 for the Certificate of Formation, totaling $135 before any $2 electronic-collection charge. RSA 293-A:1.22; current SOS fee page.

Effect is on filing or a delay up to 90 days. Unless the plan says otherwise, the board may abandon before effect without another shareholder action; a postfiling abandonment needs a signed statement before effect. Correction is available within one year and relates back except against adverse reliance. RSA 293-A:1.23 to RSA 293-A:1.24; RSA 293-A:9.56.

Continuity and boundaries

For a New Hampshire LLC result, property remains without impairment, liabilities remain, proceedings continue, the public/private organic documents take effect, shares convert, and the LLC is the same uninterrupted entity with the original organization date. RSA 293-A:9.55(a).

A foreign result follows foreign effect law and appoints the Secretary of State for appraisal process. Continuity does not promise tax treatment, license or private-contract consent, securities compliance, creditor priority, or foreign qualification.

What trips people up

The all-holder written-consent route is not merely another way to reach the ordinary threshold. Its express consequences—no board resolution, notice, or appraisal—apply only when voting and nonvoting shareholders all consent.

The domestic conversion articles and LLC certificate may be combined, but the record must satisfy both statutes and both fees remain listed.

Common questions

Must every voting group approve?

Yes on the ordinary route, by a majority of all votes entitled in each separate group unless more is required. RSA 293-A:9.52(a)(5).

May the board abandon after approval?

Yes before effect unless the plan says otherwise. After filing, the corporation files an abandonment statement before the delayed time. RSA 293-A:9.56.

Does the LLC keep the corporation's organization date?

Yes. It is the same uninterrupted entity and keeps the original organization date. RSA 293-A:9.55(a)(7).

Statutes and sources

• RSA 293-A:9.50 to :9.56 — direct route, plan, approval paths, filings, effect, liability consent, and abandonment.
• RSA 293-A:1.22 to :1.24 and :7.04 — fee, effective time, correction, and written consent.
• RSA 304-C:29 and :31; Secretary of State LLC fee page — attached LLC certificate, delay, and current filing charge.

All sources were current official New Hampshire materials accessed September 6, 2026.