State Processing Times and Fees
Nearly every state has standard processing times, but not all provide expedited processing for corporate filings. Check with us for the average wait times for standard and expedited filing times. They can vary between states, and they also change periodically.
New Hampshire charges a filing fee for incorporating. Visit "compare pricing" in our incorporation center to see all state fees for New Hampshire.
Deciding Between a New Hampshire C-Corp or S-Corp Tax Designation
There are similarities between New Hampshire S Corps and C Corps regarding personal liability, management, structure and compliance. The differences come down to the following:
- Ownership Rules: A C Corp is taxed as a separate entity from its shareholders. Shareholders must also report and may pay taxes on income the corporation pays them. An S Corp is taxed like a partnership with a "pass-through" tax structure. It's not doubly taxed because the corporation can pass income, losses, deductions and credits to its shareholders. Corporate owners pay taxes on their share of the corporation's profits, and they're taxed at their individual tax rates. To qualify as a S Corp, you must be a domestic corporation, provide only one class of shares, have no more than 100 shareholders, and your shareholders can include only individuals, certain trusts, and estates.
- Documents: If you want to form an S Corp, you must file IRS Form 2553 to elect this status.
Personnel Requirements
Every state has its own personnel requirements for incorporating. In New Hampshire, they include the following:
- Age requirement: There is no age requirement for directors.
- Number of directors: At least one director is required.
- Residency: There is no requirement that directors must live in New Hampshire.
- Inclusion: There is no requirement that the names and addresses of your directors must be listed in your Articles of Incorporation.
Other Requirements for Your Articles of Incorporation
In addition to personnel requirements, your New Hampshire Articles of Incorporation must also include the following.
Your corporation must appoint a registered agent. A registered agent is a person or business that receives important tax, government and legal documents for your corporation, including service of process for lawsuits. Your agent must be available during normal business hours. New Hampshire requires that you include the name of your registered agent in your Articles of Incorporation. Your agent must have a physical address in New Hampshire, and your corporation cannot act as its own registered agent. We can help you designate your registered agent when you incorporate with us.
You must also include the following in your Articles of Incorporation in New Hampshire:
- The number of shares your corporation is authorized to issue.
- The par value of the shares.
- The name and address of each incorporator.
Other Required Paperwork
New Hampshire requires that corporations file an annual report with the New Hampshire Department of State. It's due by April 1 of each year.
Before incorporating, your incorporator must sign a Statement of Compliance with New Hampshire Securities Law. The state offers some exemptions, but your corporation must meet the following requirements:
- Your corporation can have no more than nine owners.
- Your corporation can't circulate written advertising in an attempt to sell ownership interests.
- All sales of ownership interests must be completed within 60 days of incorporating.
Guidelines for Your Name
Your corporate name must be unique. It should make a statement about your business. Make sure it complies with the following New Hampshire requirements:
- Your chosen name must be distinguishable from that of any other registered business in New Hampshire. It must end with "Corporation," "Corp.," "Incorporated," "Limited," or an abbreviation of one of these terms, such as "Ltd.," "Inc." or "Corp."
- Your name can't be deceptive. If you're selling boats, don't name your corporation "Mel's Granite."
- Ensure that your name is distinguishable from that of any other existing corporate name.
New Hampshire Corporate Taxes & Reports
Unfortunately, you will have to pay taxes for your new corporation. Before you open your doors for business, apply to the IRS for an employer identification number, or EIN. All corporations with employees need EINs. An EIN is similar to your Social Security number, but it's for businesses. You'll also need one to open your corporate bank account.
Many business owners choose an S-Corp because S-Corps are generally exempt from federal corporate income tax, and there is no double taxation. A C-Corp offers more flexibility because you can have several classes of shareholders with different voting rights. However, there are tax implications involved with choosing this status.
Keeping Corporate Records and Ongoing Filing Requirements
New Hampshire requires that corporations create records to maintain their corporate status. These include bylaws and corporate minutes. Bylaws set forth your company's operating rules. They also define the responsibilities of your directors, the rights and powers of your shareholders, and all other corporate matters. You don't have to file your corporation's bylaws with the state, but you'll need them to show banks, lending institutions, creditors, the IRS and the courts that your corporation is valid and legitimate. They also help to establish rules so you can keep your corporate assets and debts separate from your personal ones.
New Hampshire requires that you keep minutes of your director and shareholder meetings as well. Minutes keep track of all votes on important business decisions and help secure your corporate status. You must also keep your most recent annual report, a list of the names and addresses of your corporation's directors, your Articles of Incorporation along with any amendments, and your bylaws at your corporate office.
We have more detailed information about New Hampshire's requirements for bylaws and corporate meeting minutes.
Best of luck with your New Hampshire corporation. We have all the legal documents, filing and tax information you'll need to get started.
This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.
