Establishing Your Enterprise in New Hampshire: A Professional’s Guide to LLCs and Corporations.
New Hampshire, known for its “Live Free or Die” motto and its unique tax structure, offers a distinct environment for businesses. With no general sales tax and no individual income tax on wages and salaries (though interest and dividend income are taxed), it presents attractive opportunities for entrepreneurs. For those seeking to establish or expand their operations in the Granite State, a critical foundational decision involves choosing the appropriate legal structure: a Limited Liability Company (LLC) or a Corporation. This choice significantly impacts your legal liability, tax obligations, administrative responsibilities, and future growth potential.
At Sure Financial and Tax Services LLC, we specialize in guiding businesses through the intricate process of entity formation and ongoing compliance in New Hampshire. This comprehensive guide provides a professional overview of the core distinctions, advantages, and formation requirements for both LLCs and Corporations, empowering you to make an informed decision for your New Hampshire enterprise.
The New Hampshire Limited Liability Company (LLC): Flexibility and Personal Asset Protection
The LLC is a highly favored and flexible business structure in New Hampshire, offering a beneficial blend of personal asset protection (similar to a corporation) with the operational simplicity and potential for pass-through taxation typically associated with partnerships or sole proprietorships.
Key Advantages of a New Hampshire LLC:
Limited Personal Liability: This crucial benefit shields your personal assets (such as your home, savings, and personal vehicles) from the LLC’s business debts, lawsuits, and other financial obligations.
No State Individual Income Tax on Wages and Salaries: While New Hampshire does tax interest and dividend income, there is no state income tax on wages and salaries. For LLCs taxed as pass-through entities (the default), this means the owner’s share of profits is not subject to a state individual income tax on the personal level.
No State General Sales Tax: New Hampshire is one of the few states without a general sales tax, which can be a significant advantage for businesses selling tangible goods or certain services.
Operational Flexibility: LLCs generally have fewer formal requirements and ongoing compliance obligations compared to corporations. This allows for greater freedom in structuring management, decision-making, and profit distribution, typically outlined in an internal Operating Agreement.
New Hampshire Business Taxes Applicable to LLCs:
Business Profits Tax (BPT): This is a tax on the taxable income of business organizations conducting business activity within the state. As of tax periods ending on or after December 31, 2023, the rate is 7.5%. For tax periods beginning on or after January 1, 2025, businesses with gross business income from all activities of more than $109,000 must file a BPT return.
Business Enterprise Tax (BET): This unique tax is assessed on a business’s “enterprise value tax base,” which is the sum of all compensation, interest, and dividends paid or accrued by the business. The rate is 0.55% for taxable periods ending on or after December 31, 2022. For tax periods beginning on or after January 1, 2025, businesses with gross receipts from all activities or an enterprise value tax base of more than $298,000 must file a BET return.
Relationship between BPT and BET: If a business owes both BPT and BET, only the higher of the two taxes must be paid. If the BET obligation is higher, the difference can be credited against future BPT obligations for up to five years.
Forming Your New Hampshire LLC: Key Steps (as of July 2025)
Name Selection: Choose a unique business name that includes “Limited Liability Company” or the abbreviations “LLC” or “L.L.C.” The name must be distinguishable from other entities on file with the New Hampshire Secretary of State (SOS). You can check for name availability using the SOS’s online business record search. You can optionally reserve an available name for 120 days by filing an Application for Reservation of Name (Form RES-1) with the SOS for a $15 fee.
Trade Name (DBA): If you plan to operate under a name different from your legal LLC name, you must register a Trade Name with the SOS by filing an Application for Registration of Trade Name (Form TN-1) for a $50 fee.
Appoint a New Hampshire Registered Agent: Every New Hampshire LLC must appoint a registered agent. This individual or entity must have a physical street address in New Hampshire (not a P.O. Box) and be available during regular business hours to accept legal documents and official notices on behalf of your LLC. The registered agent must be a New Hampshire resident or a business entity authorized to transact business in New Hampshire.
File Certificate of Formation: This is the official document that legally creates your LLC. It is filed with the New Hampshire Secretary of State, Corporations Division. The filing fee is currently $100. This can be filed online via NH QuickStart or by mail using Form LLC-1. The Certificate of Formation must include:
The LLC’s name.
The principal office address, mailing address, business phone, and email (optional but recommended for online filings).
A specific nature of the primary business or purpose (e.g., “sales and manufacturing of disposable products,” not “any lawful activity”).
The name and complete address of the registered agent and registered office.
Whether the LLC is member-managed or manager-managed.
A list of all members and/or managers you wish to be placed on record (names and business addresses).
The signature and printed name of a manager, member, or authorized person.
A statement regarding compliance with the New Hampshire Uniform Securities Act.
Prepare an Operating Agreement: While not legally required to be filed with the state, a comprehensive Operating Agreement is strongly recommended for all New Hampshire LLCs, even single-member ones. This internal document outlines the ownership structure, member roles and responsibilities, profit and loss distribution, decision-making processes, and procedures for resolving disputes. It is a critical legal document for internal governance and for demonstrating the separate legal existence of your LLC.
Obtain an Employer Identification Number (EIN): An EIN is a federal tax identification number issued by the IRS. You will need an EIN for federal tax filings, opening a business bank account, and hiring employees (even if you’re the only employee). You can apply for an EIN online for free through the IRS website.
Register for New Hampshire State Taxes & Obtain Permits/Licenses:
Department of Revenue Administration (DRA) Registration: Your LLC must register with the New Hampshire Department of Revenue Administration to pay any applicable state taxes, including the BPT and BET. This can be done online.
Meals and Rooms (Rentals) Tax: If your business offers prepared food, beverages, or lodging rentals, you will need to register for and collect the Meals and Rooms (Rentals) Tax.
Tobacco Tax Operator’s License: If applicable.
Communications Services Retailer’s Tax License: If applicable.
Withholding Tax: If you have employees, you’ll need to register for state income tax withholding (though individual income tax on wages is generally not imposed, this refers to specific payroll taxes) and unemployment insurance with the New Hampshire Employment Security.
Local Licenses/Permits: New Hampshire does not have a single statewide general business license. However, specific state, county, and local business licenses and permits may be required depending on your industry, profession, and location (e.g., professional licenses for certain fields, zoning permits, specific local business permits). It’s crucial to check with the city and town clerk’s offices where your business will operate.
File Annual Report: All New Hampshire LLCs are required to file an Annual Report with the New Hampshire Secretary of State. This report is due annually by April 1st of each year. The filing fee is currently $100. You can file online through the NH QuickStart portal.
The New Hampshire Corporation: Formal Structure, Defined Governance, and Investor Appeal
A Corporation (C-Corp or S-Corp) functions as a distinct legal entity separate from its owners (shareholders). This structure is frequently chosen by businesses aiming for substantial growth, planning to raise external capital, or those that benefit from a more formalized governance framework. New Hampshire’s lack of a state general sales tax and individual income tax on wages also applies to corporations.
Key Advantages of a New Hampshire Corporation:
Strongest Liability Protection: Corporations provide the most robust shield for personal assets, completely separating the personal finances of shareholders from the corporation’s debts and legal obligations.
No State General Sales Tax: As with LLCs, corporations benefit from no statewide general sales tax.
Capital Acquisition: The ability to issue shares of stock makes corporations highly attractive for raising capital from investors, including venture capitalists and public markets.
Credibility: The corporate structure can enhance a business’s perceived professionalism and stability, which can be advantageous in securing large contracts, partnerships, or loans.
Perpetual Existence: A corporation’s existence is independent of its owners, ensuring continuity even with changes in shareholder or management composition.
Well-Defined Legal Framework: New Hampshire’s corporate laws provide a clear and established legal framework for corporate governance and operations.
New Hampshire Business Taxes Applicable to Corporations:
Business Profits Tax (BPT): Corporations are subject to the BPT, currently at a rate of 7.5%. Filing thresholds are the same as for LLCs (gross business income over $109,000 for tax periods beginning on or after January 1, 2025).
Business Enterprise Tax (BET): Corporations are also subject to the BET, currently at a rate of 0.55%. Filing thresholds are the same as for LLCs (gross receipts or enterprise value tax base over $298,000 for tax periods beginning on or after January 1, 2025).
The relationship between BPT and BET (only pay the higher, with carryforward credit) also applies to corporations.
S-Corporations in New Hampshire: New Hampshire does not recognize the federal S-election for state tax purposes. This means that an S-Corporation in New Hampshire is treated like a C-Corporation for both the BPT and BET. While shareholders of an S-Corp generally do not owe state tax on their allocated portion of the corporation’s net income, the entity itself pays the BPT and BET.
Forming Your New Hampshire Corporation: Key Steps (as of July 2025)
Name Selection: Choose a unique corporate name that includes “Corporation,” “Incorporated,” “Limited,” or an abbreviation thereof (e.g., “Corp.,” “Inc.,” “Ltd.”). The name must be distinguishable from other entities on file with the New Hampshire SOS. You can optionally reserve an available name for 120 days for a $15 fee.
Appoint a New Hampshire Registered Agent: A New Hampshire corporation must appoint a registered agent with a physical street address in the state to receive legal and official documents.
Appoint Initial Directors and Officers: New Hampshire requires at least one director. The incorporators will elect the initial directors, and the directors will then appoint officers (President, Secretary, Treasurer, etc.). For professional corporations, at least half of the directors (excluding secretary and treasurer) must be licensed in the company’s profession.
File Articles of Incorporation: This document is filed with the New Hampshire Secretary of State, Corporations Division. The filing fee is currently $100. This can be filed online via NH QuickStart or by mail. The Articles of Incorporation must include:
The corporate name.
The principal office address, phone number, and email.
A specific nature of the primary business or purpose.
The total number of authorized shares, and if there are different classes/series, their designations and respective numbers of shares.
The name and complete address of the registered agent and registered office.
The names and addresses of the incorporator(s).
The duration of the corporation (if not perpetual).
A statement regarding compliance with the New Hampshire Uniform Securities Act.
Expedited services are available for additional fees.
Adopt Corporate Bylaws: New Hampshire law requires corporations to adopt bylaws. These internal rules govern the corporation’s operations. They define the roles of shareholders, directors, and officers; outline meeting procedures; and detail how stock will be issued and transferred. They are not filed with the state but are crucial for internal governance and for demonstrating the corporation’s separate legal existence.
Hold an Organizational Meeting: The initial directors should convene an organizational meeting to formally adopt bylaws, elect officers, authorize the issuance of shares of stock, and conduct other initial business. Minutes of this meeting should be kept.
Issue Stock: Shares of stock are issued to the initial shareholders as outlined in the Articles of Incorporation and bylaws.
Obtain an Employer Identification Number (EIN): An EIN is required for all federal tax purposes, opening business bank accounts, and hiring employees.
Register for New Hampshire State Taxes & Obtain Permits/Licenses: Corporations must register with the New Hampshire Department of Revenue Administration for corporate BPT and BET, and any other applicable state taxes (e.g., Meals and Rooms Tax, employer withholding/unemployment insurance). Secure any necessary state and local business licenses and permits specific to their industry.
File Annual Report: All New Hampshire corporations (both for-profit and professional) are required to file an Annual Report with the New Hampshire Secretary of State. This report is due annually by April 1st each year. The filing fee is currently $100.
The Essential Modern Requirement: Beneficial Ownership Information (BOI) Reporting (Important Update!)
As of March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act (CTA).
Therefore, if you are forming a domestic (U.S.) LLC or Corporation in New Hampshire, you are currently EXEMPT from the FinCEN BOI reporting requirement.
However, it’s crucial to stay informed about any potential future changes or clarifications from FinCEN. This exemption applies specifically to U.S. entities. Foreign entities registering to do business in the U.S. may still have reporting obligations.
Making the Right Choice for Your New Hampshire Enterprise
The optimal business structure for your venture in New Hampshire depends on your specific objectives and operational preferences:
Choose a New Hampshire LLC if you prioritize strong personal liability protection, desire operational flexibility with fewer internal formalities, and wish to benefit from the state’s lack of general sales tax and individual income tax on wages. Be prepared for the annual report and the Business Profits Tax and Business Enterprise Tax. It’s often ideal for small to medium-sized businesses and professional practices.
Opt for a New Hampshire Corporation if your plans involve raising significant external capital, require a highly formalized management structure, or if a traditional corporate framework (with its defined roles for shareholders, directors, and officers) is preferred by investors or industry standards. Be aware that New Hampshire does not recognize the federal S-election for state tax purposes, meaning S-Corporations are still subject to the BPT and BET at the corporate level. Corporations also benefit from no state general sales tax and face the annual report filing and the BPT and BET.
At Sure Financial and Tax Services LLC, we provide comprehensive support for business formation and ongoing compliance in New Hampshire. Our expertise ensures your business is established on a solid legal and financial foundation, allowing you to confidently pursue opportunities in New Hampshire’s unique economic landscape.
Ready to establish your business in New Hampshire?
Contact Sure Financial and Tax Services LLC today for a strategic discussion on the optimal entity structure for your unique needs.
Next step… fill up the information sheet to register your corporation.
