Domestic LLC Formation Filing Requirements in New Hampshire
At a glance
| Governing law and filing record | New Hampshire Revised Limited Liability Company Act, RSA ch. 304-C; Secretary of State Certificate of Formation, Form LLC-1, for ordinary domestic LLC (§ 304-C:31) |
|---|---|
| Organizer and signature | 1+ authorized persons deliver. Manager, member if no manager, fiduciary, or—unless the operating agreement says otherwise—any authorized person may sign; state signer name/capacity (§§ 304-C:28, :31) |
| Required entity and purpose terms | Compliant LLC name; specific primary business nature or purpose required—current form rejects only “any lawful activity.” No duration field (§§ 304-C:21, :31–:32; LLC-1) |
| Addresses and service fields | Registered-agent name/address and identical New Hampshire registered-office street address required. Principal office/mailing, phone, email, and reminder election are optional (§§ 304-C:31, :36; LLC-1) |
| Management and owner disclosure | Mandatory member- versus manager-management election. Current form makes manager/member names, business addresses, and titles optional; no ownership percentages (§ 304-C:31; LLC-1) |
| Optional and restricted provisions | May add other information and any other matters members or managers choose, subject to lawful-purpose limits. Extra pages allowed (§§ 304-C:21, :28, :31; LLC-1) |
| Filing method, fee, and attachments | Online or 1-original paper filing. $100 base fee; electronic payment adds $2, so $102 online. No ordinary attachment; paper must be black ink on 8.5×11-inch paper (§ 5:10-a; SOS/LLC-1) |
| Formation and effective date | Formed at filing, electronic acceptance, a later time that day, or specified delayed date/time ≤90 days; no-time delayed date is effective at close of business (§§ 304-C:29, :31) |
| Publication and initial follow-up | No formation publication or one-time initial report under current Act/form. Annual reporting ordinarily starts Jan. 1–Apr. 1 after the formation year; Dec. 1–Apr. 1 formations skip that current-year report (§ 304-C:194) |
Requirements one by one
Governing law and filing record
New Hampshire forms an ordinary domestic LLC under RSA chapter 304-C by filing a Certificate of Formation, Secretary of State Form LLC-1. Section § 304-C:31 supplies the formation route and required contents.
Organizer and signature
One or more authorized persons deliver the certificate. New Hampshire does not condition that role on becoming a member. Under § 304-C:28, the filing may be signed by a manager, by a member if the LLC has no manager, by a fiduciary, or— unless the operating agreement provides otherwise—by any authorized person, including an attorney-in-fact. The authorization need not be written, sworn, acknowledged, or filed, though a written authorization must be retained.
The signer states a printed name and capacity. Current LLC-1 normally routes the signature to a manager or member but expressly points to the statute's alternative signatures.
Required entity and purpose terms
The name must meet § 304-C:32, including an LLC designator. The certificate must describe the primary nature of the business or its purpose. Current LLC-1 will not accept “any lawful activity” by itself; it requires a descriptive word or phrase. The lawful-purpose baseline and excluded business categories appear in § 304-C:21.
Neither the statute nor current LLC-1 requires a duration term.
Addresses and service fields
The certificate states the registered office's address and the registered agent's name and address. Under § 304-C:36, the agent's residential or business office must be identical with the registered office. Current LLC-1 requires a New Hampshire street address.
The form labels principal-office and principal-mailing addresses, business phone, business email, and the email reminder election as optional principal business information. If no principal office is given, the instructions say the registered-agent address will be used.
Management and owner disclosure
The certificate must say whether management is vested in managers. Current LLC-1 accepts only “is” or “is not” for that line. The separate manager/member table is optional: the form asks filers to list the people they wish to place on record. No ownership percentages are requested.
Optional and restricted provisions
Sections § 304-C:28 and § 304-C:31 permit additional information and any other matters the members or managers decide to include. LLC-1 allows extra pages when more space is needed. Added provisions remain subject to the Act's lawful- purpose limits.
Filing method, fee, and attachments
The Secretary of State accepts online filing or one original paper certificate. Paper must be printed or typed in black ink on 8.5-by-11-inch paper. The base fee is $100. RSA § 5:10-a adds $2 whenever the fee is collected electronically, making the standard online charge $102.
An ordinary LLC needs no substantive attachment. Additional pages are used only when the filer chooses to include more matter or needs more space.
Formation and effective date
Under § 304-C:29 and § 304-C:31, the LLC normally forms when the certificate is filed—or when the state database accepts an electronic filing. A record may instead state a later time on the filing date or a delayed effective date and time no more than 90 days after filing. If a delayed date has no time, the record takes effect at close of business.
Current paper LLC-1 has no dedicated delayed-date field, so a filer seeking a delay should confirm the Secretary of State's current custom-filing or attachment procedure.
What trips people up
The purpose line must be specific enough to describe the primary activity. The statute permits lawful purposes subject to listed exclusions, but the current form expressly rejects a bare “any lawful activity” clause.
Manager or member identity disclosure is optional on LLC-1 even though the member-versus-manager management election is mandatory. Anything voluntarily listed becomes a public record.
New Hampshire requires no formation newspaper notice or separate one-time initial report. The recurring annual report is generally due between January 1 and April 1 after the formation year under § 304-C:194. A company formed from December 1 through April 1 is not required to report during that current reporting year.
Common questions
Must the authorized person become a member?
No. Section 304-C:31 uses “authorized persons,” and § 304-C:28 separately allows any authorized signer unless the operating agreement provides otherwise.
Must the certificate list the managers or members?
No. It must state the management structure, but current LLC-1 describes the manager/member identity table as a list of people the filer wishes to place on record.
Can the certificate use a delayed date?
Yes. The statute permits a date and time up to 90 days after filing, although current paper LLC-1 has no dedicated field for it.
Statutes and sources
- RSA §§ 304-C:21, :28–:29, :31–:32, :36, and :194 — lawful-purpose boundaries, filing and signature rules, required and optional certificate contents, name, identical agent/office, legal formation time, 90-day delay, and later annual-report timing. https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-mrg.htm (accessed July 29, 2026).
- RSA § 5:10-a — $2 electronic-payment handling charge. https://gc.nh.gov/rsa/html/I/5/5-10-a.htm (accessed July 29, 2026).
- New Hampshire Secretary of State LLC forms page and Form LLC-1 (10/2018) — current filing route, base fee, paper requirements, purpose instructions, optional principal and manager/member information, signature, extra pages, and public-record notice. https://www.sos.nh.gov/corporations-0/forms-and-fees/limited-liability-companies and https://www.sos.nh.gov/sites/g/files/ehbemt561/files/documents/2023-12/form_llc-1_-10-2018.pdf (accessed July 29, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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