Nonprofit Corporation Formation Filing in New Hampshire

At a glance

Requirements one by one

Incorporators and articles

Under § 292:1, at least five persons of lawful age associate through articles of agreement. Section 292:2(VI) requires each associating person's signature and post-office address.

Name and object

The articles name the corporation and its object under § 292:2(I)–(II). Section 292:1 lists permitted purposes, including “any other purpose not prohibited by law” in paragraph XI. Section 292:3 requires a nonmisleading, generally distinguishable name.

Membership and entity terms

Section 292:2(II-a) requires criteria and procedures for membership and participation, plus dissolution asset terms in paragraph III. Paragraph V calls for the amount of any capital stock or the number of any shares or membership certificates and their retirement, reacquisition, and redemption provisions. Section 292:6-b allows a corporation without members.

Initial directors

Section 292:2 does not call for director names in the articles. Section 292:6 places adoption of initial bylaws with a two-thirds majority of the article signers.

Address and agent

The articles give the address where business is carried on under § 292:2(IV). Section 292:5-d makes a service-agent appointment optional and says failure to maintain one does not affect charter validity.

Fees and existence

Under § 292:5, recording costs $25 at the state and $5 for the later town-clerk copy required by § 292:4. Section 5:10-a adds $2 when the secretary of state collects a fee electronically. Under § 292:4, the signers become a corporation when the state records the articles.

What trips people up

The town-clerk copy follows the state filing; it is a separate $5 recording under §§ 292:4–:5. The state filing is the incorporation event.

Common questions

Must the corporation have members? Section 292:6-b(I) permits no members; articles or bylaws must provide for members if they are intended.

Must the articles name an agent? No. Section 292:5-d treats appointment as a voluntary, separate statement.

Statutes and sources

• N.H. Rev. Stat. § 292:1: “Five or more persons of lawful age may associate together by articles of agreement to form a corporation, for any of the following purposes:” Official source (accessed 2026-10-01).

• N.H. Rev. Stat. § 292:1(XI), (XV): “XI. The protection or propagation of fish and game, and for any other purpose not prohibited by law. XII. To provide industrial, commercial, manufacturing and warehouse facilities for the purpose of developing the growth and prosperity of the state, counties, cities, towns and villages. XIII. To serve and promote the recreational and athletic interests of the state of New Hampshire or any town or individual group thereof. XIV. The provision of mental health services. XV. Any other purpose for which an organization may be exempt from federal taxation under section 501 of the Internal Revenue Code of 1954, and any amendments thereto.” Official source (accessed 2026-10-01).

• N.H. Rev. Stat. § 292:2: “The articles of agreement shall contain the following: I. The name of the corporation. II. The object for which the corporation is established. II-a. The provisions for establishing criteria and procedures for membership and participation in the corporation. III. The provisions for disposition of the corporate assets in the event of dissolution of the corporation, including the prioritization of rights of shareholders and members to corporate assets. IV. The address at which the business of the corporation is to be carried on. V. The amount of capital stock, if any, or the number of shares or membership certificates, if any, and provisions for retirement, reacquisition and redemption of those shares or certificates.” Official source (accessed 2026-10-01).

• N.H. Rev. Stat. § 292:2(VI): “VI. The signature and post office address of each of the persons associating together to form the corporation.” Official source (accessed 2026-10-01).

• N.H. Rev. Stat. § 292:3(I)–(II): “I. A corporate name shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by RSA 292:1 and its articles of agreement. II. Except as authorized by paragraphs III and IV, a corporation name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as:” Official source (accessed 2026-10-01).

• N.H. Rev. Stat. § 292:6: “The initial bylaws of a corporation shall be adopted by a 2/3 majority action of the signers of the articles of agreement.” Official source (accessed 2026-10-01).

• N.H. Rev. Stat. § 292:6-b(I), (III): “I. A voluntary corporation may have one or more classes of members or may have no members. In the absence of a provision in its articles or bylaws providing for members, a voluntary corporation has no members. II. If a voluntary corporation has no members, an action for which there is no specific provision of this chapter applicable to a voluntary corporation without members and that would otherwise require approval of the members requires only the approval of the board of directors. III. Members are of one class unless the articles establish, or authorize the bylaws to establish, more than one class. Members shall have no voting rights, except as specifically provided in the articles or bylaws.” Official source (accessed 2026-10-01).

• N.H. Rev. Stat. § 292:4: “The articles of agreement shall be recorded in the office of the secretary of state. When so recorded, the signers thereof shall be a corporation, and such corporation, its officers, and members shall have all the rights and powers and be subject to all the duties and liabilities of other similar corporations incorporated under this chapter, their officers, and members, except so far as they are limited or enlarged by this chapter. Subsequent to filing with the secretary of state a copy shall be filed in the office of the clerk of the town in which the mailing address of the corporation is located.” Official source (accessed 2026-10-01).

• N.H. Rev. Stat. § 292:5: “The fee for recording the articles of agreement in the office of the secretary of state as required in RSA 292:4 shall be $25. The fee for recording any record of amendment in the office of the secretary of state as required in RSA 292:7 shall be $25. The fee for recording the articles of agreement or amendments to such articles in the office of the town or city clerk as required in RSA 292:4 and RSA 292:7 shall be $5.” Official source (accessed 2026-10-01).

• N.H. Rev. Stat. § 292:5-d(I)–(II): “I. Entities formed under this chapter may voluntary file with the secretary of state a statement appointing an agent for service of process pursuant to RSA 5:15-c. II. Failure to appoint and maintain an agent for service of process in this state shall have no effect on validity of the charter of the corporation.” Official source (accessed 2026-10-01).

• N.H. Rev. Stat. § 5:10-a: “If the secretary of state collects a fee electronically for any registration, any document, or any other purpose, the secretary of state shall collect a handling charge for each fee paid electronically, including by Internet or facsimile, by adding $2 to the total fee.” Official source (accessed 2026-10-01).