How to Move an LLC to New Hampshire

An out-of-state LLC can change its state of organization to New Hampshire through statutory domestication. New Hampshire domestication is a legal transaction that changes an LLC’s state of organization, the state whose law primarily governs the company. An out-of-state LLC, also called a foreign LLC, that domesticates to New Hampshire becomes a New Hampshire LLC governed by the New Hampshire Revised Limited Liability Company Act (N.H. Rev. Stat. Ann. sections 304-C:1 through 304-C:204).

The LLC is otherwise the same business entity before and after the domestication process. Whether the domestication can proceed also depends on the laws of the state the LLC is leaving. To find out whether your LLC qualifies and what the process involves, request a free analysis of your LLC move.

Some states use the name conversion for the legal procedure that changes an LLC’s state of organization, also called its domicile. In many of those states, a business can complete a conversion to change its domicile or to change its entity type. New Hampshire separates these two goals.

A New Hampshire domestication changes a company’s domicile only. New Hampshire also has a statutory conversion procedure that changes a business from one entity form to another, such as converting a corporation to an LLC. This article deals with domestications that change an out-of-state LLC into a New Hampshire LLC.

Why Business Owners Move LLCs to New Hampshire

A New Hampshire LLC domestication may make sense if a business owner moves to New Hampshire or if the owners prefer to have New Hampshire law govern the company. An owner might transfer an LLC to New Hampshire for any of the following reasons.

• Owner convenience. Working with only one state’s law can simplify a business owner’s legal issues and avoid confusion. An LLC owner who is a New Hampshire resident may also find that working with state government offices in New Hampshire is more convenient.
• Tax benefits. New Hampshire is often ranked among the ten best states for taxpayers and is usually the best-rated state in the New England region. New Hampshire’s business-income tax rates are above average, but it charges no sales tax and no personal income tax on wages and salary. A move to New Hampshire may therefore result in notable tax savings for the owners. An LLC that domesticates to New Hampshire may also pay lower taxes if the domestication ends the LLC’s taxable connection, or nexus, with the original state.
• Legal advantages. An LLC owner who lives elsewhere may want a New Hampshire LLC if New Hampshire law has advantages over the current state. New Hampshire’s LLC law lets members adopt an operating agreement tailored specifically to their agreed ownership arrangement and management approach. Domestication to New Hampshire could make sense if that flexibility lets the owners arrange the LLC’s internal affairs in their preferred manner.
• Ease of hiring professionals. A business owner may need to hire a licensed professional, such as an accountant, attorney, or contractor, to assist the business. A New Hampshire resident who owns a New Hampshire LLC will have little trouble finding local professionals who are licensed in New Hampshire. A New Hampshire resident will have more difficulty finding a local professional licensed in another state.
• Reduced annual filing. An LLC that operates in a state other than its domicile state typically must comply with both states’ annual reporting requirements. An LLC that domesticates to New Hampshire may avoid filing in its original domicile state if the company will not continue doing business there. The company still must file its New Hampshire annual report and pay the $100.00 annual fee. Limiting reporting to one state may reduce the total time and money the business puts into filing.

New Hampshire LLC Domestication Requirements

New Hampshire LLC domestication under N.H. Rev. Stat. Ann. section 304-C:205(I) is not available for every out-of-state LLC. An LLC domesticating to New Hampshire must comply with both New Hampshire law and the current state’s law. New Hampshire law controls the process and documents filed in New Hampshire and determines the domestication’s legal effects.

The current state’s law governs whether the LLC can domesticate to New Hampshire (the state must authorize domestication), the content of the written plan of domestication if required, the standard under which the LLC’s members or managers must approve the plan of domestication, and the effective date for the domestication.

Eligibility for New Hampshire LLC Domestication

An LLC considering domestication to New Hampshire must confirm that it is eligible for the process. The principal requirement is that the current state must authorize LLC domestications. Not all states do. The current state may call the process domestication, conversion, or another name. The important part is that the state must have a statutory procedure that lets an LLC organized in that state change its domicile to a new state.

Business owners must also review the LLC’s articles of organization and operating agreement to ensure there are no provisions that prevent domestication to a new state. If any restrictions are present, the LLC may need to formally amend the documents to allow the procedure.

An out-of-state LLC must also confirm that New Hampshire allows LLCs to engage in the company’s field of business. New Hampshire allows most business areas.

However, a New Hampshire LLC cannot engage in the banking business, construct or maintain railroads (unless the New Hampshire Department of Transportation expressly allows it), act as a trust, surety, indemnity, or safe deposit company, or engage in the business of making contracts for the payment of money at a fixed date or upon the happening of some contingency.

An out-of-state LLC must also confirm that its area of business is lawful in New Hampshire in general. If New Hampshire prohibits the type of business in which the company is engaged, it should not domesticate to New Hampshire.

Professional Limited Liability Companies in New Hampshire

Some states do not allow LLCs to offer professional services, which are services lawfully provided only by professionals who are licensed, registered, certified, or otherwise officially authorized. Professions whose services are considered professional services in New Hampshire include CPAs, architects, attorneys, chiropractors, physicians and surgeons, and psychologists.

New Hampshire has a special category of LLC called a professional limited liability company, or PLLC, that may provide professional services but is subject to additional legal requirements on top of the rules for ordinary LLCs. A New Hampshire PLLC must list its profession on its certificate of formation and do no business other than the listed profession and limited investment of company funds.

A PLLC can offer only one profession unless the relevant professional licensing rules expressly allow the two or more professions the PLLC practices to be offered together. All of a PLLC’s members must be licensed, and members can transfer their interests only to another licensed person or entity. A PLLC’s name must end in Professional Limited Liability Company or an acceptable abbreviation, and the name cannot suggest that the company does any business not disclosed in its certificate of formation.

An out-of-state PLLC in a state that allows domestications can domesticate to New Hampshire. Before doing so, the PLLC should ensure that its members have the necessary licenses and that the company can satisfy all New Hampshire rules and regulations that govern the profession.

Required Documents for New Hampshire LLC Domestication

The New Hampshire LLC domestication process involves preparing and adopting several domestication documents that must satisfy both states’ requirements. The domestication documents memorialize the terms of the domestication and control the company when the domestication takes effect.

• Plan of Domestication. A Plan of Domestication designed to comply with the requirements of both New Hampshire law and the law of the state that the LLC is moving from. The plan must include a statement of the jurisdiction in which the LLC is to be domesticated, the terms and conditions of the domestication, the manner and basis of reclassifying the membership rights of the LLC after domestication, and any desired amendments to the LLC’s certificate of formation after domestication.
• New Hampshire Articles of Domestication. The Articles of Domestication for filing with the New Hampshire Secretary of State’s Corporation Division. The Articles of Domestication allow e-signatures but must be filed by mail or in person (no e-filing).
• Certificate of Formation. The New Hampshire Certificate of Formation for filing with the Corporation Division of the Secretary of State. The Corporation Division allows the Certificate of Formation to be e-filed, though it is submitted as an attachment to the Articles of Domestication, which is currently filed in paper form.
• Domestication Document for Filing in Prior State. Depending on state law, this document may be called articles of domestication, statement of domestication, articles of conversion, certificate of conversion, statement of conversion, or a similar term.
• New Hampshire Operating Agreement. A state-specific Operating Agreement to properly structure the LLC as a New Hampshire LLC, provide rules for profit distributions and decision-making, clarify the federal income tax classification, and help provide maximum liability protection.
• Resolution Authorizing Domestication. A resolution approving the transaction and adopting the New Hampshire organizational documents as the LLC’s governing documents.

The LLC also completes several administrative tasks to implement the domestication.

• conducting a preliminary name search with the New Hampshire Secretary of State’s Corporation Division to determine whether the LLC’s name is available in New Hampshire (if the name is unavailable
• a slight name change may be required); obtaining signatures on the Articles of Domestication and Certificate of Formation; filing both documents with the New Hampshire Secretary of State;
• filing domestication documents with the Secretary of State or equivalent agency for the state that the LLC is moving from

Cost of Moving an LLC to New Hampshire

The cost of moving an LLC to New Hampshire depends on the scope of work described above. The documents and filings require professional preparation to comply with both states’ requirements, and coordinating submissions with two separate state agencies adds further complexity. Professional service costs and state agency coordination are the primary cost drivers.

In addition to professional service costs, the New Hampshire Secretary of State charges $100.00 for the Certificate of Formation and $35.00 for the Articles of Domestication, for a total New Hampshire filing fee of $135.00. The fees paid to New Hampshire are in addition to any filing fees that must be paid to the LLC’s original state. Most states charge a separate fee for LLCs domesticating out of state.

An out-of-state LLC that domesticates to New Hampshire will also incur labor costs and, if applicable, registered agent fees. Labor costs are the amounts charged by the service provider the LLC retains to manage the New Hampshire domestication.

Service providers may charge a flat fee or charge by the hour, with fee amounts varying by provider. Work that goes into a domestication includes obtaining and organizing information, drafting the domestication documents, communicating with the business owners and state agencies, and filing domestication documents with state agencies.

An LLC domesticating into New Hampshire must list with the Secretary of State a registered agent and registered office, both of which must have a physical presence in New Hampshire. The registered agent can be an individual New Hampshire resident or a business entity, as long as the agent’s address is the same as the LLC’s registered office. The name and address of an LLC’s registered agent is public information readily searchable on the New Hampshire Secretary of State’s website.

If the LLC lacks a New Hampshire address, it can hire a commercial registered agent to meet the requirement. A commercial registered agent also provides a long-term contact point for the LLC and avoids publishing a member’s or manager’s information. The New Hampshire Secretary of State maintains a list of commercial registered agent services with New Hampshire offices. The fee to hire a commercial registered agent is typically around $100 to $200 per year.

Processing Time for New Hampshire LLC Domestication Filings

A New Hampshire LLC domestication proceeds in several steps. The length of the process depends on how long each step takes.

Each step depends on the responsible person’s turnaround time: the business owners’ time to organize the necessary information, the service provider’s time to review the information and prepare the domestication documents, the owners’ time to approve and sign the draft documents (or request revisions), the service provider’s time to file the final domestication documents with state agencies, and the state agencies’ time to accept and process the filed documents.

The New Hampshire Secretary of State’s standard processing time for filings is 2 to 3 business days. Actual time may vary depending on the time of year and how busy the office is when the documents are filed.

The domestication becomes effective when the Articles of Domestication (with the attached Certificate of Formation) are accepted for filing by the New Hampshire Secretary of State. For a detailed breakdown of each phase in the domestication timeline, see our guide to LLC domestication.

Moving an LLC Out of New Hampshire

New Hampshire permits outbound LLC domestication under N.H. Rev. Stat. Ann. section 304-C:205(II). A New Hampshire LLC can domesticate to another state’s jurisdiction, provided that the destination state also authorizes the procedure.

New Hampshire Outbound Domestication Requirements

A New Hampshire LLC that domesticates to another state must file Articles of Charter Surrender with the New Hampshire Secretary of State’s Corporation Division. The outbound filing must include a plan of domestication approved by the LLC’s members or managers.

The plan of domestication must include a statement of the jurisdiction to which the LLC is to be domesticated, the terms and conditions of the domestication, the manner and basis of reclassifying the membership rights of the New Hampshire LLC after domestication, and any desired amendments to the LLC’s certificate of formation after domestication. The destination state will require its own formation and domestication (or conversion) documents.

Filing Fees for Moving an LLC from New Hampshire

The New Hampshire Secretary of State’s Corporation Division charges a filing fee of $35.00 for an outbound Articles of Charter Surrender. The destination state will charge separate filing fees for its formation and domestication documents.

Legal Effect of New Hampshire LLC Domestication

New Hampshire LLC domestication moves an out-of-state LLC to New Hampshire. The company otherwise continues its existence as the same entity with the same date of formation. The company expends substantially less time and money on administrative matters compared to other methods for changing a business’s state of domicile. New Hampshire law declares that the legal effects of a domestication to New Hampshire are as follows.

• The LLC is still the same entity. An LLC domestication to New Hampshire does not create a new company. The New Hampshire LLC is legally the same entity as the out-of-state LLC, and it continues using the same Employer Identification Number. Its original formation date stays the same, and there is no pause or break in the company’s existence.
• Governing law changes to New Hampshire. An LLC that completes the domestication process is now a New Hampshire company, and it is principally governed by the New Hampshire Revised Limited Liability Company Act. The LLC’s New Hampshire Certificate of Formation and Operating Agreement become its governing documents and bind the LLC and its members. The out-of-state LLC’s authority to do business in New Hampshire, if it had such authority, is automatically revoked when domestication becomes effective. The LLC is now a New Hampshire LLC and therefore has no further need for authority to do business as a foreign LLC in New Hampshire.
• The business’s identity is consistent. The LLC keeps its essential identity and remains the same company during and after domestication. It is still the same taxpayer with the same Employer Identification Number. The consistency avoids needless administrative tasks and potential confusion.
• Assets and liabilities stay with the company. A domesticating LLC keeps all its same assets and holds title to all the same real estate and other property that the out-of-state LLC owned before the domestication. The domestication is not considered a property transfer, and there is no need to sign deeds or asset assignments. The LLC also owes all the same debts, taxes, and other liabilities that it owed before the domestication. Domestication does not affect any liability members have or do not have for the LLC’s obligations.
• Contracts and business relationships are unaffected. The LLC’s contracts from before the domestication are still valid and enforceable after domestication. The LLC keeps the same contractual rights and obligations. Employment relationships are also unaffected, so there is no break in the business’s employment of its employees. The domestication has no effect on legal cases or administrative matters involving the company. All matters move forward as if the domestication had not occurred.
• Company ownership continues. A member who owned an interest in the out-of-state LLC before domestication continues to own the same interest in the New Hampshire LLC, except to the extent the plan of domestication provides differently. When the domestication takes effect, ownership interests in the out-of-state LLC convert under the terms described in the LLC’s plan of domestication. Membership interests in the out-of-state LLC typically become interests in the New Hampshire LLC. The members may alternatively agree to convert interests into debt or other obligations, rights to acquire membership interests, cash, or other property, as long as the terms are consistent with the current state’s law.
• No dissolution occurs. Domestication does not formally terminate the LLC in the original state. Dissolution, liquidation, and winding up affairs are unnecessary. Domestication does not trigger contractual rights that take effect in the event of dissolution, liquidation, or winding up. Filings in the original state are limited to the Articles of Charter Surrender or equivalent document. Registration as a foreign LLC in the original state is not required, though the company can register as a foreign LLC if it will still do business there.

New Hampshire LLC Laws That Apply After the Move

The New Hampshire Revised Limited Liability Company Act (N.H. Rev. Stat. Ann. sections 304-C:1 through 304-C:204) imposes ongoing requirements on all domestic LLCs, including those formed through domestication from another state. An LLC that domesticates to New Hampshire becomes subject to these obligations immediately upon effectiveness of the domestication.

New Hampshire Annual Report and Compliance Requirements

New Hampshire requires all domestic LLCs to file an Annual Report with the New Hampshire Secretary of State between January 1 and April 1 each year. The filing fee is $100.00. This is one ongoing requirement for any LLC that domesticates to New Hampshire. The annual reporting requirement ensures that the state maintains current information about all active LLCs.

New Hampshire Operating Agreement Requirements

New Hampshire refers to an LLC’s internal governance document as an Operating Agreement under N.H. Rev. Stat. section 304-C:16. The Operating Agreement governs the LLC’s internal affairs, including the rights and obligations of members and managers, profit distributions, and management structure.

The Operating Agreement is not filed with the state; it is maintained by the LLC as a private document. New Hampshire law allows members to adopt an operating agreement tailored specifically to their agreed ownership arrangement and management approach, providing significant flexibility in how the LLC structures its affairs.

New Hampshire Member and Manager Protections

New Hampshire law provides several protections for members and managers of LLCs formed or domesticated under its law. These protections incentivize business owners to domesticate to New Hampshire and structure their LLCs under its law.

The charging order is the primary remedy available to a creditor of an LLC member seeking to collect a judgment against the member from the member’s LLC interest. New Hampshire law provides that the charging order is the exclusive remedy for a creditor, meaning the creditor cannot directly seize or force a sale of the member’s LLC interest.

The creditor can obtain only a charging order that entitles the creditor to receive any distributions the member would receive, but the creditor has no other rights in the LLC.

New Hampshire law recognizes fiduciary duties of care and loyalty owed by members and managers to the LLC and other members. The statute imposes a duty of care (to act in good faith and with the care, competence, and diligence ordinarily exercised by managers in similar circumstances) and a duty of loyalty (to account to the LLC and to hold as a trustee any property, information, or benefit derived in the conduct of the LLC’s business).

Members and managers can modify or eliminate these duties in the operating agreement, giving the LLC flexibility in how it structures governance relationships.

New Hampshire law allows the operating agreement to restrict or prohibit dissociation (the withdrawal of a member from the LLC). Members cannot unilaterally withdraw unless the operating agreement permits it. The LLC can enforce provisions against wrongful withdrawal and recover damages from a member who breaches the operating agreement or engages in wrongful conduct in connection with withdrawal.

Alternatives to New Hampshire LLC Domestication

When domestication is not available because the other state’s law does not authorize it, a merger-based reorganization achieves the same result. The reorganization involves forming a new New Hampshire LLC and merging the out-of-state LLC into it, with the New Hampshire LLC as the surviving entity.

The surviving LLC succeeds to all property, contracts, and obligations of the original LLC by operation of law. The merger creates a Certificate of Merger filed with the New Hampshire Secretary of State at a filing fee of $35.00, in addition to the $100.00 formation fee for the new New Hampshire LLC.

For a state-by-state comparison of LLC domestication and conversion laws across all states, see our guide to LLC domestication and conversion by state. For a detailed explanation of how the reorganization process works, consult our guide to LLC reorganization.