How to Move an LLC to New Hampshire

There are many reasons why a business owner may want to move an LLC to New Hampshire. This article discusses the use of domestication, known in some states as LLC conversion, to transfer an LLC to New Hampshire.

What is New Hampshire LLC Domestication?

New Hampshire domestication is a statutory procedure that officially transfers an existing LLC to a different state.¹ An out-of-state LLC can domesticate into New Hampshire, or a New Hampshire LLC can domesticate into another state (if the other state also allows LLC domestications).²

An LLC that completes a domestication changes its legal home state—called its jurisdiction of formation or its domicile. The domesticating LLC is still legally the same entity and continues to be an LLC throughout the process.³

New Hampshire businesses can complete another, similar procedure—called a statutory conversion—to convert into a different organization form.⁴ New Hampshire’s statutory conversion law lets a New Hampshire LLC convert into any other type of business entity—such as a partnership or corporation.⁵ Or, another type of business entity can convert into a New Hampshire LLC.⁶

Business laws in some states combine domestication and conversion into one procedure—called a conversion—that can change a business’s domicile state or change its organization form (or both). New Hampshire separates the two goals so that a New Hampshire conversion must always change the business’s organization form. This article primarily looks at New Hampshire domestications that turn out-of-state LLCs into New Hampshire LLCs.

Why Transfer an LLC to New Hampshire?

There are many reasons why a business owner might want to change an existing business’s domicile state. Business owners who move to a new state usually want to bring their businesses. Or, it sometimes makes sense to change a business’s domicile even if the owner does not live in the new state. An LLC owner may choose to domesticate an LLC to New Hampshire for any of the following reasons (among others):

• 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 (if not the business itself). An LLC that domesticates to New Hampshire may also pay lower taxes if the domestication ends the LLC’s nexus—its taxable connection—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. For example, New Hampshire’s LLC law lets members adopt an operating agreement tailored specifically to their agreed ownership arrangement and management approach.⁷ 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.

What are the Benefits of New Hampshire LLC Domestication?

The New Hampshire domestication process is a streamlined and inexpensive strategy for moving an out-of-state business to New Hampshire. Domestication has the following advantages compared to alternate ways of moving a business to another state.

• The LLC’s identity is consistent. The New Hampshire LLC after domestication is still the same company.⁸ The out-of-state LLC’s history as a taxpayer stays with the New Hampshire LLC. It can continue to use its same federal Employer Identification Number (EIN or FEIN) and business name (unless the name is unavailable in New Hampshire).
• Asset transfers and new accounts are unnecessary. The New Hampshire LLC still owns all the same property that the out-of-state LLC owned, and there is no need to formally transfer assets.⁹ Bank accounts also stay with the company, so there is no need to close accounts and open new ones (unless the members want to).
• Contracts are still valid. Domestication to New Hampshire does not affect the LLC’s existing business agreements. The company has the same rights, obligations, and duties, and business relationships can continue unimpeded by the domestication process.
• Day-to-day operations are not interrupted. An LLC’s ordinary operations do not need to pause for a domestication. Offices can stay open, and there is no need to stop or pause the company’s day-to-day, income-earning activities. The business’s employees are still employed by the New Hampshire LLC—with no interruption in the employment relationship.
• The business avoids dissolution. Dissolution, winding up, and distributing assets are complex, lengthy processes that often involve significant legal fees. They are required for some methods of transferring a business to a new state. They are not part of the LLC domestication process, as the LLC continues to exist as the same entity (just in a new state) after domestication.
• Registration as a foreign LLC is not required. An LLC domestication to New Hampshire does not require the LLC to request authority to do business as a foreign LLC in the former state. The company can choose to request authority from the former state if it plans to do business there. If not, there is no need to register as a foreign LLC.

What LLCs Can Convert to New Hampshire LLCs?

Some out-of-state LLCs are not able to domesticate into New Hampshire. The LLC’s current state must authorize a domestication procedure—called a conversion in some states.¹⁰ An LLC in a state with no legal procedure for changing an LLC’s domicile cannot domesticate into New Hampshire.

Another consideration is whether New Hampshire law allows LLCs to engage in the out-of-state LLC’s type of business. New Hampshire LLCs can do business in most fields—with a few notable exceptions. A New Hampshire LLC cannot:

• Engage in the banking business;
• Construct or maintain railroads (unless the New Hampshire Department of Transportation expressly allows the LLC to do so);
• Act as a trust, surety, indemnity, or safe deposit company; or
• Be in the business of “making contracts for the payment of money at a fixed date or upon the happening of some contingency.”¹¹

An LLC in a state that allows domestications and that is not involved in a restricted business can usually domesticate to New Hampshire. However, an LLC should confirm that it can meet all New Hampshire laws and regulations that apply to the company’s specific business area before starting a domestication.

New Hampshire PLLC Domestications

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.¹² 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 companies or PLLC—that may provide professional services but is subject to additional legal requirements on top of the rules for ordinary LLCs. New Hampshire’s PLLC requirements include:

• PLLC Certificate of Formation. 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.¹³ The New Hampshire Secretary of State has a special certificate of formation form for PLLCs.
• Profession offered. 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.¹⁴
• Individual licenses required. A PLLC can offer a professional service only through members, employees, and other persons with the right license.¹⁵ All of a PLLC’s members must be licensed, and members can transfer their interests only to another licensed person or entity.¹⁶
• PLLC name. 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.¹⁷

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.

How Much Does New Hampshire LLC Domestication Cost?

An out-of-state LLC’s cost to domesticate to New Hampshire will include labor costs paid to a service provider, filing fees paid to state government offices, and registered-agent fees (if the LLC hires one).

Labor Costs

A service provider who a domesticating LLC hires to handle the domestication process will charge a fee for its work. Actual costs vary by provider and may be an hourly rate or a flat fee for the project. The scope a service provider’s work depends on the LLC’s specific needs but typically includes:

• Acquiring and organizing the information necessary to plan the domestication and prepare domestication documents;
• Drafting the plan of domestication, articles of domestication and the current state’s equivalent document, certificate of formation, and any other domestication documents;
• Verbal and written communications with the LLC owners to plan the domestication and finalize the domestication documents; and
• Filing documents with the New Hampshire Secretary of State and the secretary of state (or equivalent) in the current state.

Filing Fees

A domesticating LLC must pay filing fees to the New Hampshire Secretary of State’s office for the articles of domestication and certificate of organization. The total fee amount is $135.00—made up of $100.00 for the certificate of organization and $35.00 for the articles of domestication.¹⁸ After completing the domestication, the LLC must pay a $100.00 fee each year for filing its annual report.

The company should also expect to pay a filing fee to its current state. States usually charge higher total filing fees for an LLC domesticating into the state than for an LLC domesticating out. For example, a New Hampshire LLC that domesticates into another state pays a $35.00 filing fee to the New Hampshire Secretary of State.

Registered Agent Fees

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.¹⁹ 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.²⁰ The name and address of an LLC’s registered agent is public information readily searchable on the New Hampshire Secretary of State’s website.

A registered agent’s role is to accept service of legal documents, official notices, and demands for the company. An LLC that lacks a New Hampshire address 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 $100–$200 per year.

How Long Does New Hampshire LLC Domestication Take?

New Hampshire’s LLC domestication procedure requires several steps. The process is shorter than alternative methods of moving a business, but still takes time to complete. The total time necessary will depend on:

• How long the members or managers need to decide on domestication terms and provide information to the document preparer;
• How long the document preparer needs to review information and prepare the domestication documents;
• How long members or managers need to review, approve, and sign the domestication documents;
• How long the New Hampshire Secretary of State and current state’s equivalent office need to process the domestication documents.

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

What Laws Govern New Hampshire LLC Domestication?

Domestication of an out-of-state LLC into New Hampshire is governed by the domestication law of New Hampshire and of the LLC’s current state. New Hampshire controls the aspects of the process specific to New Hampshire—such as the general procedure, filing requirements, and legal effects in New Hampshire. The current state’s law determines:

• The LLC’s eligibility for New Hampshire domestication (the other state must authorize the domestication);²¹
• The content and approval standard for the LLC’s plan of domestication;²²
• The documents to be filed in the LLC’s current state; and
• Any further domestication requirements the state’s domestication law places on LLCs transferring to another state.

Domestication laws are usually structured similarly, but there are often substantive differences between states. A domesticating LLC needs to be familiar with and follow both states’ laws—along with any provisions in the company’s operating agreement that address domestication.

What is the New Hampshire LLC Domestication Process?

The New Hampshire LLC domestication process consists of two components: document preparation and administrative tasks.

Document Preparation

An LLC domesticating to New Hampshire must prepare domestication documents that include a plan of domestication, New Hampshire articles of domestication and certificate of organization, and whatever the current state requires LLCs to file when domesticating out. The document preparer needs to pay close attention to both states’ domestication-document rules to ensure compliance with all relevant requirements.

The overall process for transferring an LLC between states is outlined in this LLC domestication checklist.

• Plan of Domestication. A Plan of Domestication that is designed to comply with the requirements of both New Hampshire law and the law of the state that the LLC is moving from.
• New Hampshire Articles of Domestication. The New Hampshire Articles of Domestication with all information and any related documents needed for filing with the Corporation Division of the Secretary of State.
• 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, certificate of conversion, or a similar term.²³
• New Hampshire Certificate of Formation. The New Hampshire Certificate of Formation for filing with the Corporation Division of the Secretary of State.
• 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.

Administrative Tasks

After preparing the domestication documents, the LLC finishes the domestication process by completing several administrative tasks that officially adopt the domestication documents and finalize the transfer to New Hampshire.

• Conduct preliminary name search. Check the official records of 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 to complete the domestication.)
• Obtain signatures on the Articles of Domestication. The Articles of Domestication must be signed by the required parties. The New Hampshire Secretary of State’s Corporation Division allows the Articles of Domestication to be e-signed.
• Obtain signatures on the Certificate of Formation. The Certificate of Formation must be signed by the required parties. The New Hampshire Secretary of State’s Corporation Division allows the Certificate of Formation to be e-signed.
• File the Articles of Domestication. File the Articles of Domestication with the New Hampshire Secretary of State’s Corporation Division. The Corporation Division requires the Articles of Domestication to be filed by mail or in person (no e-filing).
• File the Certificate of Formation. File the Certificate of Formation with the Corporation Division of the Secretary of State. The Corporation Division allows the Certificate of Formation to be e-filed. However, the Certificate of Formation is submitted as an attachment to the Articles of Domestication, which is currently filed in paper form.²⁴
• File domestication documents with prior state. File the domestication documents with the Secretary of State or equivalent agency for the state that the LLC is moving from.

What is the Legal Effect of New Hampshire LLC Domestication?

New Hampshire’s LLC domestication law determines the legal effects of a domestication into New Hampshire.²⁵ The legal effects described below kick in when the domestication itself becomes effective—either upon filing of the domestication documents or on a delayed date (up to 90 days after filing) stated in the articles of domestication.²⁶

• 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.²⁷ Its original formation date stays the same, and there is no pause or break in the company’s existence.²⁸
• New Hampshire law governs the company. 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.²⁹ The LLC’s New Hampshire certificate of formation and operating agreement become its governing documents and bind the LLC and its members.³⁰
• The out-of-state LLC’s authority as a foreign LLC is revoked. An out-of-state LLC’s authority to do business in New Hampshire—if it had such authority—is automatically revoked when a New Hampshire domestication becomes effective.³¹ 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 LLC keeps its property. The New Hampshire LLC still holds title to all the same real estate and other property that the out-of-state LLC owned before the domestication.³² The domestication is not considered a property transfer, and there is no need to sign deeds or asset assignments to pass title to the New Hampshire LLC.
• The LLC keeps its liabilities. The LLC continues to owe its debts, taxes, and other liabilities that pre-date the domestication.³³ The domestication process does not alter members’ personal liability (if any) for LLC debts that arose before the domestication.³⁴
• Legal matters are unaffected. 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.³⁵ The LLC’s contracts remain valid and enforceable, and the company has all the same rights, duties, and obligations.
• Ownership interests are converted. 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.³⁶ 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.³⁷

1. N.H. Rev. Stat. § 304-C:205(I).
2. N.H. Rev. Stat. §§ 304-C:205(I)-(II).
3. N.H. Rev. Stat. § 304-C:209(I)(f)(2).
4. N.H. Rev. Stat. § 304-C:147.
5. N.H. Rev. Stat. § 304-C:150.
6. N.H. Rev. Stat. § 304-C:149.
7. See N.H. Rev. Stat. § 304-C:2.
8. N.H. Rev. Stat. § 304-C:209(I)(f)(2).
9. N.H. Rev. Stat. § 304-C:209(I)(a).
10. N.H. Rev. Stat. § 304-C:205(I).
11. N.H. Rev. Stat. § 304-C:21(I).
12. N.H. Rev. Stat. § 304-D:1(VI).
13. N.H. Rev. Stat. § 304-D:3.
14. N.H. Rev. Stat. § 304-D:2.
15. N.H. Rev. Stat. § 304-D:5.
16. N.H. Rev. Stat. § 304-D:7.
17. N.H. Rev. Stat. § 304-D:6.
18. N.H. Rev. Stat. § 304-C:191.
19. N.H. Rev. Stat. § 304-C:37(I).
20. N.H. Rev. Stat. § 304-C:36(I).
21. N.H. Rev. Stat. § 304-C:205(I).
22. See N.H. Rev. Stat. §§ 304-C:207(I)(c); 209(I)(e).
23. Fourteen states use the term articles of domestication to refer to the document that must be filed with the state to approve the domestication: Iowa, Massachusetts, Minnesota, Nebraska, New Hampshire, New Jersey, North Dakota, South Dakota, Utah, Vermont, Virginia, Wisconsin, Wyoming, and Indiana. The corresponding document may be called a statement of domestication (Alaska, Arizona, Connecticut, Idaho, Illinois, Mississippi, and Pennsylvania); articles of conversion (Florida, Nevada, North Carolina, Oregon, and Washington) or certificate of conversion (California, Delaware, Georgia, Michigan, Ohio, and Texas). It may also be called a statement of conversion (Colorado, Maine), certificate of domestication (Kansas), request for conversion (Louisiana), or statement/plan of domestication (District of Columbia).
24. N.H. Rev. Stat. § 304-C:207(II).
25. N.H. Rev. Stat. § 304-C:205(I).
26. N.H. Rev. Stat. §§ 304-C:207(III); 304-C:29.
27. N.H. Rev. Stat. § 304-C:209(I)(f)(2).
28. N.H. Rev. Stat. § 304-C:209(I)(f)(3).
29. N.H. Rev. Stat. § 304-C:209(I)(f)(1).
30. N.H. Rev. Stat. § 304-C:209(I)(d).
31. N.H. Rev. Stat., Chap. 304-C:207(IV).
32. N.H. Rev. Stat. § 304-C:209(I)(a).
33. N.H. Rev. Stat. § 304-C:209(I)(b).
34. N.H. Rev. Stat. § 304-C:209(IV).
35. N.H. Rev. Stat. § 304-C:209(I)(c).
36. N.H. Rev. Stat. § 304-C:209(I)(e).
37. See N.H. Rev. Stat. § 304-C:205(III).