NH Corporations: Everything You Need to Know
NH corporations are established by shareholders who have an incorporator take action to incorporate the corporation to create a separate legal entity. The corporation is for profit and formed under the rules of the state of New Hampshire.3 min read
2. Naming a New Hampshire Corporation
3. Articles of Incorporation Requirements
4. New Hampshire Registered Agent Requirements
5. New Hampshire Corporation Stock Structure
6. Other Corporation Paperwork
NH corporations are established by shareholders who have an incorporator take action to incorporate the corporation to create a separate legal entity. The corporation is for profit and formed under the rules of the state of New Hampshire.
Overview for New Hampshire Corporations
- File articles of incorporation with the New Hampshire Department of State. The articles are signed and filed by incorporators, who are also responsible for electing the corporation's directors.
- Form SRA - Addendum to Business Organization and Registration must also be submitted to comply with New Hampshire Securities Law.
- Obtain a Federal Tax ID number from the Internal Revenue Service (IRS) website.
- If applicable, there may be a need to make additional filings with the state.
- At the close of business on the day the articles are filed, the corporation officially exists.
- Once the paperwork is approved by the Secretary of State, the newly created corporation holds an organizational meeting to appoint officers and take care of any other pending business.
Naming a New Hampshire Corporation
Before filing the articles of incorporation, it's important to research the name chosen to make sure it's available. This can be done at the Secretary of State website.
The name must be in compliance with New Hampshire requirements. It must be unique and distinguishable and make a statement about the business.
The name must end with Limited, Incorporated, Corporation, Corp, or an abbreviation such as Corp., Inc., or Ltd. It cannot be deceptive in any way.
By filing an application with the state, the name can be reserved, for a fee, for 120 days.
Articles of Incorporation Requirements
While the articles of incorporation may contain numerous provisions, there are several that are required. These include:
- The name of the corporation.
- A statement that the business will be in compliance with the Uniform Securities Act for New Hampshire.
- The names and addresses of the incorporators.
- The registered agent's name and address.
- A structure of stock.
- The number of shares of stock the corporation is authorizing to be issued.
- The par value of the shares.
New Hampshire Registered Agent Requirements
New Hampshire requires the name and address of the registered agent be included in the articles of incorporation.
A registered agent is a business or a person designated to accept legal documents and mail and process papers on behalf of the company.
The registered agent must have a New Hampshire physical address where he or she can physically receive hand-delivered documents. A corporation cannot act as its own agent.
A limited liability partnership or an LLC that is formed or authorized to do business in New Hampshire may serve as the registered agent.
New Hampshire Corporation Stock Structure
Stock can be offered in classes or series that provide different rights to shareholders of a corporation. For example, voting rights may be offered with some classes of stock but not with others.
The articles of incorporation must include the information for more than one class of shares. Each class must be included along with the number being authorized.
Before the shares can be issued, a description of the preferences, limitations, and relative rights should be described.
Other Corporation Paperwork
A set of bylaws outline the operating rules of the business, the rights and powers of each shareholder, and the responsibilities of the directors. They also establish policies for keeping the assets and debts separate between business and personal. It isn't a requirement for bylaws to be filed with the state.
New Hampshire corporations must file an annual report with the New Hampshire Department of State by April 1 of each year and pay the $100 filing fee.
A corporation must file for an Employer Identification Number (EIN) with the IRS.
Amendments to the original formation of the corporation may be necessary at some point in time. To do this requires filing a new registration with the Secretary of State. Amendments can be made for any number of reasons such as a change to the business address, management changes, or a change to the corporation name.
For corporations registered in multiple states, an amendment will need to be filed in those states along with the state of incorporation.
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