LLC Amendment and Legal-Name-Change Filing Requirements in New Hampshire
At a glance
| Governing law and covered public record | New Hampshire Revised Limited Liability Company Act, RSA ch. 304-C; certificate of formation amended by Certificate of Amendment Form LLC-3 or superseded by Restated Certificate Form LLC-6 filed with Secretary of State (§§ 304-C:7, :34–:35) |
|---|---|
| Mandatory, permitted, and restatement routes | Certificate may be amended at any time in any lawful respect. Chapter 304-C states no general accuracy-triggered amendment deadline. LLC-6 may merely restate or may include designated new amendments and supersedes the prior certificate while preserving the original formation date (§§ 304-C:34–:35) |
| Legal name and availability | Legal-name change uses LLC-3. Name needs an LLC designator, may not imply an unauthorized purpose, and must be distinguishable under the detailed statutory test unless written consent, undertaking, judgment, merger, reorganization, or asset-acquisition route applies (§ 304-C:32) |
| Internal approval and private consents | All members must affirmatively vote to amend by default, but the operating agreement may provide otherwise. Pure restatement without a new amendment is not assigned that express amendment vote by § 304-C:67. No ordinary third-party consent is a filing prerequisite in §§ 304-C:28, :34–:35, :67 |
| Filing contents and attachments | LLC-3 states current LLC name and full text of each amendment; extra sheets if needed. LLC-6 states current name, attaches the full restated certificate, identifies whether it contains designated new amendments, and supersedes the original and prior amendments (§§ 304-C:34–:35; forms) |
| Signer, filing channel, and fee | Act allows manager, member if no manager, fiduciary, or—unless operating agreement says otherwise—authorized person including attorney-in-fact; signer states name/capacity. Current forms direct manager/member or fiduciary signature. SOS provides online and one-original paper routes. $35 base; electronic payment adds $2 (§§ 304-C:28, :191; 5:10-a; SOS/forms) |
| Effective time, delay, and rejection | Effective on filing endorsement, specified time that day, or electronic acceptance unless delayed ≤90 days; date-only delay takes effect at close of business. Secretary rejects a nonconforming record, otherwise certifies/files it after fee payment; certificate is then deemed amended/restated (§§ 304-C:29–:30, :191) |
| Correction, change, report, and assumed-name alternatives | Chapter 304-C supplies no general certificate-of-correction filing, so § 304-C:34's any-respect amendment route addresses formation-record errors. Agent/office uses Form 10 statement; annual report carries agent, office, managers/member, and business fields; RSA ch. 349 trade-name registration is for business under another name, not a legal-name change (§§ 304-C:34, :36, :194; 349:1, :5, :7) |
| Post-filing records, registrations, and status effect | Accepted filing changes/supersedes the public certificate; retain current certificate, amendments, and written signing powers for member access. It does not itself update tax, license, bank, contract, title, trademark, trade-name, or foreign-registration records. Separate agent/report failures can cause administrative dissolution (§§ 304-C:30, :55, :136) |
Requirements one by one
LLC-3 amends; LLC-6 restates with or without amendments
RSA 304-C:34 permits amendment at any time and in any respect that could lawfully appear in the certificate at that time. Form LLC-3 is the ordinary certificate of amendment, including for a legal-name change. It states the current LLC name and the full text of each amendment, with additional sheets if needed.
RSA 304-C:35 and Form LLC-6 provide a separate restatement. The restated certificate may simply consolidate the operative certificate or may include designated new amendments. It supersedes the original and prior amendments but does not change the LLC's original formation date.
Chapter 304-C states no general deadline to amend merely because certificate information becomes inaccurate. Agent and annual-report data have their own routes, and the Act has no general certificate-of-correction filing.
A legal-name change must satisfy the current name rules
RSA 304-C:32 requires “limited liability company,” “L.L.C.,” “LLC,” or a similar abbreviation and prohibits purpose language inconsistent with the Act and certificate. The proposed name must be distinguishable under the section's detailed test.
Written consent, an undertaking to change the conflicting name, a final court judgment, or specified merger, reorganization, or asset-acquisition facts can supply the listed exceptions. A trade name under Chapter 349 is a name used in business; it does not amend the registered legal name.
All-member approval is the default, not an absolute rule
RSA 304-C:67 requires the affirmative vote of all members for a certificate amendment unless the operating agreement provides otherwise. Review the agreement before fixing the threshold, voting group, or process. The filing signature is not the internal vote.
The express amendment-vote rule applies when LLC-6 contains new amendments. A pure restatement without a new amendment is not expressly assigned that vote by § 304-C:67, so its authority should be checked under the operating agreement and the Act rather than assumed from the form alone.
The statute allows more signer routes than the paper forms display
RSA 304-C:28 permits signature by a manager, a member if there is no manager, a court-appointed fiduciary, or—unless the operating agreement provides otherwise—an authorized person including an attorney-in-fact. The authorization need not be written, sworn, acknowledged, or filed; a written authorization must be retained. The signer states a name and capacity.
Current LLC-3 and LLC-6 instructions display the manager/member and fiduciary routes. A filer using the statute's broader authorized-person route should confirm the Secretary of State's current submission procedure.
Base fee is $35; electronic payment adds $2
RSA 304-C:191 sets a $35 fee for either a certificate of amendment or restated certificate. RSA 5:10-a adds $2 whenever the Secretary of State collects the fee electronically. The forms page lists LLC-3 for online filing and supplies paper forms; paper filing requires one original on 8.5-by-11-inch paper in black ink.
The filing can delay effectiveness for up to 90 days
RSA 304-C:29 makes an accepted record effective at filing endorsement, a stated time on the filing date, or electronic acceptance. It may instead specify a delayed date and time no later than the 90th day after filing. A delayed date without a time takes effect at close of business.
Under RSA 304-C:30, the Secretary of State may reject a document that does not conform to law. Once the compliant, paid record is filed—or its delayed time arrives—the certificate is deemed amended or restated as stated.
Agent, report, error, and trade-name work stay separate
An agent or registered-office change uses Form 10 and RSA 304-C:36 rather than LLC-3. Failure to maintain or timely report that information for the statutory 60-day period can support administrative dissolution under § 304-C:136.
The annual report carries the principal office, registered agent and office, manager or member, and business-description fields. Chapter 304-C has no general certificate-of-correction section; § 304-C:34's broad amendment route is available to change certificate text. An LLC doing business under another name uses Chapter 349's $50 trade-name registration instead of changing its legal name.
Preserve the accepted filing and supporting authority
RSA 304-C:55 gives members a qualified information right covering the written operating agreement, certificate of formation, amendments, and signed written powers used to sign them. Preserve the accepted filing, current consolidated certificate, approval record, and any written signing authority.
The state filing changes the New Hampshire public certificate. It does not by itself revise tax, license, bank, contract, property-title, trademark, trade-name, or foreign-registration records.
What trips people up
Filing forms can make manager-or-member signature look like the whole authorization rule. It is not: approval comes from RSA 304-C:67 and the operating agreement, while RSA 304-C:28 separately governs who may sign the state record.
Common questions
Can Form LLC-6 include a new legal-name amendment?
Yes. RSA 304-C:35 allows a restated certificate to contain amendments permitted under § 304-C:34. The form requires the filer to identify whether designated new amendments are included and to attach the full restated certificate.
Does the $35 fee cover an online filing?
The statutory base fee is $35. When the fee is collected electronically, RSA 5:10-a adds a $2 handling charge.
Statutes and sources
- RSA ch. 304-C — amendment, restatement, name, approval, signer, fee, effective-time, agent, report, records, and status rules. Official merged chapter (accessed August 21, 2026).
- RSA 5:10-a — $2 electronic handling charge. Official section (accessed August 21, 2026).
- RSA ch. 349 — trade-name alternative. Official merged chapter (accessed August 21, 2026).
- New Hampshire Secretary of State — current LLC forms and fees, Form LLC-3, and Form LLC-6 (accessed August 21, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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