Voluntary LLC Dissolution and Cancellation Requirements in New Hampshire

At a glance

Requirements one by one

The default approval is a written majority vote

RSA § 304-C:129 makes the operating agreement the first source of the dissolution rule. Unless it provides otherwise, a majority of the members must vote in writing and specify the effective date. If the writing omits a date, the vote date becomes the dissolution date.

The existing managers or members wind up

Unless the operating agreement changes the rule, RSA § 304-C:139 assigns winding up to the members or managers who had management authority before dissolution. They may litigate, close the business, transfer property, discharge liabilities, distribute the remainder, and take other necessary actions.

The claim procedures are optional safe harbors

RSA § 304-C:143 says the LLC “may” use the known-claim procedure. If it does, regular-mail notice must go out within 60 days after dissolution and allow at least 120 days for the claim. A timely claim must be rejected within 30 days; the claimant then has 90 days after rejection to sue.

RSA § 304-C:144 separately permits one county-newspaper publication for unknown, unnotified, unacted-on, contingent, and future-event claims. Read its two clocks carefully: the notice itself must state the third anniversary of dissolution, while the operative bar paragraph says three years after publication.

Revenue clearance comes before owner distributions

RSA § 304-C:141 bars distributions of assets to members and managers until the LLC obtains a Department of Revenue Administration certificate of dissolution. RSA § 77-A:18(I) requires all administered returns, tax, interest, and penalties to be paid and sets a $30 nonrefundable request fee.

The certificate is a pre-distribution gate. Current Form LLC-7 does not list it as an attachment to the later Secretary of State cancellation filing.

After clearance, § 304-C:141 first pays or adequately provides for creditors, including member-creditors. Subject to the operating agreement, the remaining order covers distribution liabilities, return of contributions, and then LLC interests.

A $35 cancellation filing ends the public formation record

After dissolution and completed winding up, RSA § 304-C:142 authorizes the Certificate of Cancellation. Form LLC-7 states the LLC's name, the reason for cancellation, and any delayed effective date. RSA § 304-C:28 requires a manager to sign if the LLC has one and otherwise a member; authorized-person and fiduciary routes also exist.

RSA § 304-C:191 and Form LLC-7 set the fee at $35. The Secretary of State lists online filing with a $2 electronic handling charge. A paper filer submits one signed original to the Corporation Division.

Under RSA § 304-C:29 and § 304-C:30, filing or online acceptance is effective immediately unless a delayed time and date is stated. The delay may not exceed 90 days, and effectiveness cancels the certificate of formation.

Revocation must happen before cancellation or completed wind-up

For a default majority-vote dissolution, RSA § 304-C:130 permits majority continuation before the Certificate of Cancellation is filed, unless the operating agreement provides otherwise. For an operating-agreement dissolution, the members may revoke before completing the wind-up.

RSA § 304-C:138 and § 304-C:145 provide ordinary and late reinstatement only for administrative dissolution. They do not create a reinstatement route after a voluntary Certificate of Cancellation. Unbarred claims under RSA § 304-C:144 may still reach undistributed LLC assets or distributed assets within the member-recipient cap.

What trips people up

The Revenue Administration document and the Secretary of State document do different jobs. The $30 certificate of dissolution clears distributions to members and managers. The later $35 Certificate of Cancellation cancels the LLC's formation record after winding up.

New Hampshire's unknown-claim statute contains two differently measured three-year statements. Do not shorten both to one generic “three-year bar”: the published notice names the third anniversary of dissolution, while the bar paragraph measures three years after publication.

Common questions

Is the tax certificate attached to Form LLC-7?

Current Form LLC-7 does not list it as an attachment. The statute instead requires the certificate before assets are distributed to members or managers.

Must every dissolving LLC notify creditors?

The statutory claim-bar procedures are elective. If the LLC chooses the known- claim route, the 60-day mailing requirement and later deadlines become part of that procedure.

Can the cancellation be delayed?

Yes. RSA § 304-C:142 permits a delayed effective time and date no later than 90 days after filing.

Statutes and sources

• RSA §§ 304-C:129 to :130 — dissolution approval and revocation. https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-129.htm and https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-130.htm (accessed 2026-07-28)
• RSA §§ 304-C:139 to :142 — winding up, tax-clearance gate, distribution order, and cancellation filing. https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-139.htm, https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-141.htm, and https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-142.htm (accessed 2026-07-28)
• RSA §§ 304-C:143 to :145 — known and unknown claims and administrative late reinstatement. https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-143.htm, https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-144.htm, and https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-145.htm (accessed 2026-07-28)
• RSA § 77-A:18 — DRA dissolution certificate and $30 request fee. https://gc.nh.gov/rsa/html/V/77-A/77-A-18.htm (accessed 2026-07-28)
• RSA §§ 304-C:28 to :30 and :191 — signer, effectiveness, cancellation of formation, and $35 fee. https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-28.htm, https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-29.htm, https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-30.htm, and https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-191.htm (accessed 2026-07-28)
• Secretary of State Form LLC-7 and LLC forms page — current cancellation form, signer, fee, online charge, and paper method. https://www.sos.nh.gov/sites/g/files/ehbemt561/files/documents/2023-12/form_llc-7_-09-2015.pdf and https://www.sos.nh.gov/corporations-0/forms-and-fees/limited-liability-companies (accessed 2026-07-28)