LLC Administrative Dissolution and Involuntary Termination in New Hampshire

At a glance

Requirements one by one

Two consecutive delinquent years

For report and annual-report charge defaults, the ground requires two consecutive years, with each report or payment still missing more than 60 days after due (§ 304-C:136(I)–(II)). Other grounds use a 60-day agent or office lapse, a 60-day failure to notify the Secretary of a change or discontinuance, or expiration of the duration stated in the formation certificate (§ 304-C:136(III)–(V)).

The signed notice is the action

After the Secretary determines a ground exists, § 304-C:137(I) directs the Secretary to sign a dissolution notice and mail it, together with a reinstatement application, to the LLC's principal address. The notice states the grounds and the effective date; § 304-C:129(IV) ties dissolution to issuance of that notice. The statute does not describe an earlier intent notice or separate response window in this sequence.

Winding up

The LLC's business and affairs must be wound up (§ 304-C:129). Unless its operating agreement provides otherwise, the members or managers who had authority before dissolution may conduct that work; a superior court may appoint a liquidating trustee for wrongful conduct or another equitable cause (§ 304-C:139(I)–(II)). The registered agent retains authority (§ 304-C:137(II)).

What trips people up

For 120 days after the notice is mailed, the Secretary must protect the dissolved LLC's name and registered trade name from another user's adoption unless the LLC consents in writing (§ 304-C:137(III)). That protection period is distinct from the three-year ordinary reinstatement window. A Revenue Administration certificate is required if the ordinary application arrives more than 120 days after notice mailing (§ 304-C:138(I)(d)); after three years, § 304-C:145 supplies a late application with a one-time newspaper or Secretary-site publication.

Common questions

Can the LLC challenge the stated ground after dissolution? Its reinstatement application must state that the ground did not exist or has been eliminated (§ 304-C:138(I)(b)).

Does reinstatement restore the original effective date? Yes. Effective ordinary or late reinstatement relates back to the administrative dissolution date (§§ 304-C:138(III), :145(V)).

Statutes and sources

• N.H. Rev. Stat. § 304-C:129(IV): Issuance of the notice dissolves the LLC on the effective date stated in the notice. https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-129.htm (accessed 2026-09-26).
• N.H. Rev. Stat. § 304-C:136: The Secretary “may administratively dissolve” for the five listed report, fee, agent, office, and duration grounds. https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-136.htm (accessed 2026-09-26).
• N.H. Rev. Stat. § 304-C:137: The Secretary signs and mails the dissolution notice and a reinstatement application; agent authority survives and name protection lasts 120 days. https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-137.htm (accessed 2026-09-26).
• N.H. Rev. Stat. § 304-C:138 and § 304-C:138(III): Ordinary reinstatement is within three years, with a conditional Revenue certificate, and relates back. https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-138.htm (accessed 2026-09-26).
• N.H. Rev. Stat. § 304-C:139(I)–(II): Members or managers ordinarily wind up; the court may appoint a liquidating trustee for stated cause. https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-139.htm (accessed 2026-09-26).
• N.H. Rev. Stat. § 304-C:145(I)–(II) and § 304-C:145(V): Late reinstatement is available after three years, requires publication, and relates back. https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-145.htm (accessed 2026-09-26).