LLC Conversion and Domestication Filing Requirements in New Hampshire
At a glance
| Governing law, transaction names, and route scope | RSA 304-C:147-.150 governs single-entity “statutory conversion” to a different form; RSA 304-C:205-.210 separately governs inbound/outbound same-type LLC “domestication” |
|---|---|
| Entity-type conversion availability and eligible destination forms | LLC may convert to another form only when that form's statute authorizes conversion; express New Hampshire target routes include a business corporation and general partnership. Other domestic/foreign forms require their own enabling law (RSA 304-C:150; RSA 293-A:9.50(c); RSA 304-A:57) |
| Inbound/outbound domestication, continuance, and transfer | Foreign LLC may domesticate into New Hampshire if origin law permits; New Hampshire LLC may domesticate into a foreign jurisdiction if its law permits. No separate continuance/transfer label (RSA 304-C:205) |
| Destination-law reciprocity and regulated-entity limits | Cross-type conversion must satisfy the destination-form statute; inbound domestication requires origin organic-law permission and outbound domestication requires destination-law permission/effect. Special/professional regimes remain outside the ordinary route (RSA 304-C:150, :205) |
| Plan terms, interest conversion, and resulting governing documents | Destination law supplies cross-type plan rules; a New Hampshire corporation result requires resulting type, terms, interest conversion, and full organic documents. Outbound domestication plan states destination, terms, membership-right reclassification, and desired formation-record amendments; bounded amendments/outside facts allowed (RSA 293-A:9.51; RSA 304-C:205) |
| Member approval, agreement control, classes/series, and new-liability consent | Conversion: LLC agreement method, then its merger method, then majority of members in every class/group. Domestication: majority of all votes entitled in every separate group unless agreement requires more, with meeting notice to every member and affected class/series votes. No separate conversion liability consent; a GP result creates general-partner liability only for post-effect obligations (RSA 304-C:150, :206; RSA 304-A:57(V)) |
| Conversion/domestication statements, companion filings, signer, and contents | Corporation result: authorized representative files entity-conversion articles containing/attaching incorporation articles. GP result: LLC files cancellation certificate. Inbound domestication: member/authorized representative files articles plus formation certificate; outbound: same signer files charter-surrender articles (RSA 293-A:9.53; RSA 304-A:57; RSA 304-C:207-.208) |
| Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance | Filing-effective or delay no later than day 90. Corporation result: $35 conversion articles plus $100 incorporation articles; GP cancellation and outbound domestication: $35; inbound domestication with formation certificate: $135. Domestication may be abandoned before effect, with a postfiling statement; core routes state no separate good-standing/tax-clearance filing condition (RSA 293-A:1.22-.23; RSA 304-C:29, :191, :210; SOS) |
| Entity, property, debt, proceeding, contract, interest, and registration continuity | Conversion remains the same entity; corporation/GP target laws preserve property, liabilities/obligations, and pending proceedings, with interests reclassified for a corporation. Inbound domestication preserves property, liabilities, proceedings, original formation date, and entity continuity; prior foreign registration cancels automatically (RSA 304-C:147, :207, :209; RSA 293-A:9.55; RSA 304-A:58) |
| Appraisal/dissent, alternative routes, and professional-advice boundaries | Unless operating agreement says otherwise, member may dissent and seek fair value from a consummated statutory conversion. Section 304-C:209 addresses payment to members who exercise appraisal rights on outbound domestication, but § 304-C:161 states no domestication trigger. No merger, dissolution, route, tax, valuation, contract, license, creditor, or professional advice (RSA 304-C:160-.161, :209) |
Requirements one by one
Conversion depends on both the LLC and destination statutes
New Hampshire defines statutory conversion as a one-entity change of business form that leaves the same entity in place. The LLC may use it only for a result authorized by the destination-form statute and must satisfy that statute too. RSA 304-C:147 and RSA 304-C:150.
The in-state statutes expressly support at least two ordinary results. A New Hampshire LLC is a domestic unincorporated entity that may become a business corporation under RSA 293-A:9.50(c). It may also become a general partnership under RSA 304-A:57. Any other domestic or foreign result depends on that form's own current enabling law rather than the LLC Act alone.
For conversion approval, the LLC agreement's method controls. If it is silent but has a merger method, that method controls. Otherwise, unless the agreement prohibits conversion, a majority of members in every class or group approves. RSA 304-C:150.
A corporation result uses a plan stating the resulting type, terms, conversion of interests, and full resulting organic documents. An authorized representative then files Articles of Entity Conversion containing or attaching the articles of incorporation. RSA 293-A:9.51 and RSA 293-A:9.53.
A general-partnership result instead becomes effective with the LLC's certificate of cancellation. A member who becomes a general partner remains protected as an LLC member for pre-effect obligations but has general-partner liability for partnership obligations incurred afterward. RSA 304-A:57.
Domestication is the separate jurisdiction-change route
An inbound foreign LLC may become a New Hampshire LLC when its own organic law permits. A New Hampshire LLC may become a foreign LLC when destination law permits, and New Hampshire still requires an outbound plan even if the destination does not. RSA 304-C:205.
That plan states the destination, terms, membership-right reclassification, and desired formation-record amendments. It may use outside facts and bounded amendment clauses. The operating agreement may reserve domestication decisions to specified members or managers. RSA 304-C:205.
At a meeting, every member receives the plan or summary and the post-transaction formation record and operating agreement. Unless the operating agreement requires more, each separate voting group approves by a majority of all votes entitled; affected classes or series vote separately. RSA 304-C:206.
Filings differ by direction
For an inbound domestication, a member or authorized representative signs Articles of Domestication. They state the before-and-after name, former jurisdiction and formation date, and origin-law approval; a New Hampshire Certificate of Formation attaches. Any existing New Hampshire foreign registration cancels automatically at effect. RSA 304-C:207.
For an outbound domestication, the same signer class files Articles of Charter Surrender stating the LLC's name, the domestication connection, required member and voting-group approval, and new jurisdiction. RSA 304-C:208.
The current Secretary of State page lists $135 for inbound Form D-1A with the formation certificate and $35 for outbound Form D-2A. Chapter 304-C filings are effective on acceptance, at a stated same-day time, or on a delayed date no later than day 90. RSA 304-C:29 and RSA 304-C:191.
Effect and exit rights are route-specific
For a corporation result, property and liabilities remain, proceedings continue, interests reclassify under the plan, and the corporation is the same uninterrupted entity with the LLC's original organization date. For a general partnership result, property, obligations, proceedings, and entity identity continue. RSA 293-A:9.55 and RSA 304-A:58.
For inbound domestication, property and liabilities remain, proceedings continue, interests reclassify, and the LLC remains the same entity with its original formation date. An outbound domestication does not itself transfer real or personal property, while destination law governs its other effects. RSA 304-C:205 and RSA 304-C:209.
Unless the operating agreement provides otherwise, consummated statutory conversion gives a member a fair-value dissent right. RSA 304-C:160 and RSA 304-C:161. The domestication effect section accommodates members who exercise appraisal rights, but the dissent-trigger section does not list domestication; the statutes should be read together before assuming that the conversion right automatically applies. RSA 304-C:209.
What trips people up
“Conversion” and “domestication” are not interchangeable here. Conversion changes business form and sends the filer into the destination-form statute. Domestication preserves LLC form while changing governing jurisdiction and has its own plan, voting-group, articles, effect, and abandonment provisions.
The LLC Act's conversion section chiefly supplies authorization and member approval. It does not make every conceivable destination available or provide one universal conversion filing; the corporation and partnership examples use different destination-side records and effects.
Common questions
May a New Hampshire LLC become a foreign LLC directly?
Yes, through domestication, if the foreign jurisdiction permits it. New Hampshire still requires the outbound plan and charter-surrender filing. RSA 304-C:205 and RSA 304-C:208.
May the members abandon an approved domestication?
Yes before effect unless the plan says otherwise. After a charter-surrender filing, a member or authorized representative must file the abandonment statement before the delayed effective time. RSA 304-C:210.
Does conversion automatically make every member personally liable?
No as a universal rule. Liability follows the resulting form and destination law. For the express general-partnership route, a member who becomes a general partner is liable as such only for partnership obligations incurred after the conversion takes effect. RSA 304-A:57(V).
Statutes and sources
- RSA 304-C:147-.150 and :160-.161 — statutory-conversion definition, authorization, agreement/merger/default approval hierarchy, and default fair-value dissent right; official Chapter 304-C (accessed September 8, 2026).
- RSA 304-C:205-.210 — inbound/outbound domestication, plan, approval, filings, effects, and abandonment; official Chapter 304-C (accessed September 8, 2026).
- RSA 293-A:9.50-.55 and :1.22-.23 — LLC-to-corporation plan, articles, effect, fee, and effective time; official § 293-A:9.50 (accessed September 8, 2026).
- RSA 304-A:57-.58 — LLC-to-general-partnership cancellation filing, liability, and continuity; official § 304-A:57 (accessed September 8, 2026).
- RSA 304-C:29 and :191; New Hampshire Secretary of State LLC forms and fees — LLC filing effectiveness and current charges; official forms page (accessed September 8, 2026).
Source links
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