Protected and Registered Series LLC Formation Requirements in New Hampshire

At a glance

Ordinary LLC formation under Chapter 304-C

RSA § 304-C:31, I directs authorized persons to deliver a certificate of formation to the secretary of state. Under § 304-C:31, II(a), it states the company name; under § 304-C:31, III, the domestic LLC ordinarily forms at filing unless an effective date and time are specified. Section 304-C:33 makes that filing notice of the ordinary LLC's formation and required stated facts.

The complete current Chapter 304-C has no domestic protected-, registered-, or designated-series establishment or statutory interseries liability procedure. The official Title XXVIII table of contents shows no separate series chapter.

What trips people up

Under § 304-C:31, II(e), the members or managers may add other matters to the ordinary certificate. Section 304-C:40 permits a written, oral, or implied operating agreement unless a written agreement provides otherwise. Neither provision supplies a statutory protected series designation or asset-segregation rule.

Common questions

Does an extra certificate term create a protected series? No. Section 304-C:31, II(e) concerns matters in the LLC's ordinary formation certificate; current Chapter 304-C has no domestic series establishment filing.

Does a later effective date apply to a series? Section 304-C:31, III determines when the ordinary LLC forms. There is no separate domestic series effective-time rule in current Chapter 304-C.

Statutes and sources

• RSA § 304-C:1: “This act may be cited as the "New Hampshire Revised Limited Liability Company act" (the "act").” https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-mrg.htm (accessed 2026-09-27).
• RSA § 304-C:31, I: “In order to form a domestic limited liability company, one or more authorized persons shall deliver a certificate of formation to the secretary of state for filing.” https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-mrg.htm (accessed 2026-09-27).
• RSA § 304-C:31, II(a): “The certificate of formation shall set forth the name of the limited liability company.” https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-mrg.htm (accessed 2026-09-27).
• RSA § 304-C:31, II(e): “The certificate of formation may set forth any other matters the members or managers decide to include.” https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-mrg.htm (accessed 2026-09-27).
• RSA § 304-C:31, III: “Unless an effective time and date are specified in accordance with RSA 304-C:29, II, a domestic limited liability company is formed on the date and at the time of the filing of the certificate of formation with the secretary of state.” https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-mrg.htm (accessed 2026-09-27).
• RSA § 304-C:33: “The fact that a certificate of formation is on file with the secretary of state is notice that the entity formed in connection with the filing of the certificate of formation is a limited liability company legally formed under the laws of New Hampshire and is notice of all other facts set forth in the certificate which are required to be set forth by RSA 304-C:31, II.” https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-mrg.htm (accessed 2026-09-27).
• RSA § 304-C:40: “Unless a written operating agreement provides otherwise, an operating agreement, including amendments to the operating agreement, may be written, oral, or implied by course of dealing or otherwise.” https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-mrg.htm (accessed 2026-09-27).