How to Dissolve an LLC in New Hampshire: A Simple Guide

Ending a limited liability company in New Hampshire means following a set process and filling out the right paperwork.

To dissolve an LLC in New Hampshire, you’ll need to file a Certificate of Cancellation with the Department of State, settle any business debts, and notify creditors and stakeholders.

Taking these steps ensures your business closes properly and helps you avoid future penalties or headaches. Before you submit any dissolution forms, handle any outstanding bills and let everyone involved know about the closure.

It’s a good way to protect yourself from lingering obligations once the company stops operating. The formal dissolution process sets a clear end date and keeps your records tidy with state agencies.

Key Takeaways

• You must file a Certificate of Cancellation with the New Hampshire Department of State to legally dissolve your LLC.
• Settle all company debts, distribute leftover assets, and notify creditors before the process is finished.
• Following the proper steps protects you from future liability and keeps you compliant with state rules.

Save the Hassle and Get Bizzee to Do It For You

As you can see, there is considerable work in doing a dissolution and in the interests of ensuring it is done correctly, many people use a service like Bizee to do the dissolution. It is quick, easy and comparatively cheap.

Legal Steps to Dissolve an LLC in New Hampshire

New Hampshire has specific legal steps for dissolving an LLC. You need to follow these to wrap up your company and avoid future problems.

Member Approval and Meeting Requirements

Start by reviewing your LLC Operating Agreement. This document usually spells out how to dissolve your company, including the voting process.

Most LLCs require a majority vote from members to move forward. Make sure you document the decision with:

• A formal meeting with all members
• Written proof of the vote
• Meeting minutes showing the decision
• A signed resolution for dissolution

If you don’t have an operating agreement, state law says all members must agree to dissolve. Hold onto all your dissolution records for your files.

Filing a Certificate of Dissolution

Once you have member approval, file a Certificate of Cancellation with the New Hampshire Secretary of State. This officially ends your LLC.

On the Certificate of Cancellation, you’ll need to provide:

• The legal name of your LLC
• The date you filed your original formation documents
• The date you want dissolution to take effect
• Your reason for dissolving
• A signature from an authorized person

Include the filing fee. You can submit the form by mail or in person at the Secretary of State’s office.

You’ll also need to request a Certificate of Dissolution from the Department of Revenue Administration for tax clearance.

Settling Outstanding Debts and Obligations

Before you finish dissolving the LLC, take care of any debts or obligations. This step shields you from future claims.

Here’s what to do:

• Notify all creditors about your plan to dissolve
• Pay off business debts
• Settle contracts with vendors and customers
• Close business accounts and end subscriptions
• Distribute any leftover assets to members based on ownership

Let tax authorities know you’re closing down. File your final tax returns at both the state and federal level, including:

• Final federal tax returns with the IRS
• Final New Hampshire business tax returns
• Employment tax forms if you had staff

Notifying Stakeholders and Authorities

When you dissolve your New Hampshire LLC, you’ll need to tell several parties you’re closing up shop. Notifying everyone helps you avoid legal issues later.

Informing Creditors and Clients

Kick things off by contacting all creditors and letting them know about the dissolution. Send a written notice with:

• Your LLC’s name and address
• The date you’ll dissolve
• A deadline for submitting claims (usually 120–180 days)
• The address where claims should go

This step helps prevent surprise claims down the road. Tell your clients you’re closing too, so they have time to make other plans.

If you have ongoing contracts, check the termination clauses to see how to end them. Sometimes, transferring clients to a trusted competitor keeps everyone happy.

Canceling Business Licenses and Permits

Your LLC probably has business licenses and permits that you’ll need to cancel. Filing dissolution paperwork with the state doesn’t automatically cancel these.

Reach out to each issuing agency, such as:

• Local business license offices
• Industry-specific permit offices
• Professional licensing boards
• Sales tax permit offices

Many agencies require a cancellation request or form. Keep all cancellation confirmations for your records.

If you forget to cancel, you might still owe fees or face penalties. Canceling also keeps others from misusing your old credentials.

Reporting to Tax Agencies

Let tax agencies know you’re dissolving your LLC to stop future tax bills. The New Hampshire Department of Revenue Administration needs to be notified.

For federal taxes, file:

• Your final federal tax return (mark it as “final”)
• Form 966 if you’re a C-corp
• Schedule K-1 forms for each member if you’re taxed as a partnership

If you collected sales tax, file a final return and cancel your permit. Let the IRS know to close your EIN account too.

Settle all tax debts. Tax agencies can go after LLC members for unpaid taxes even after dissolution, so keep all tax-related communications just in case.

Closing Financial and Tax Matters

Wrapping up your LLC’s accounts and taxes is a must. These steps help you avoid future liability and stay on the right side of the law.

Winding Up Financial Accounts

Before you dissolve your New Hampshire LLC, pay all outstanding debts and obligations. Make a list of all creditors, vendors, and contracts you need to address.

Contact your bank and close business accounts after clearing all transactions. Remember to:

• Distribute remaining assets to members as per ownership
• Pay any last invoices to vendors and suppliers
• Cancel merchant accounts and payment processors
• End leases and service contracts

Keep records of every final transaction and asset distribution. You’ll need this info for tax filings or if anyone asks questions down the line.

Final Federal and State Tax Filings

Let the tax authorities know you’re dissolving. File your last federal tax return with the IRS, making sure to check the “final return” box.

For New Hampshire taxes:

• File final Business Profits Tax and Business Enterprise Tax returns
• Submit Form CD-111 (Certificate of Revenue Administration)
• Cancel your state business tax account

Close all tax accounts at the state and federal level. If you skip this, you might still get filing notices or fines.

Ask for a tax clearance letter from New Hampshire tax authorities—sometimes you’ll need this when you file your final dissolution paperwork.

Using an LLC Formation Service

You can dissolve your New Hampshire LLC on your own, but a professional LLC formation service can make things easier. These companies know the ins and outs of both starting and ending business entities.

Bizee is one example that can handle the paperwork and file everything with the Secretary of State for you.

Here’s what a formation service can do:

• Save you time on research
• Reduce filing mistakes
• Offer guidance on tricky requirements
• Handle all the paperwork

The service usually prepares and files the Certificate of Cancellation for you. They’ll also help you make sure your taxes are squared away before you close up.

Typical services include:

Service	Description
Document preparation	Completing all necessary forms
Filing management	Submitting paperwork to proper authorities
Compliance checks	Ensuring all requirements are met
Status tracking	Monitoring the progress of your dissolution

There’s usually a fee above the state filing costs, but for many, the peace of mind is worth it. Just remember, even if you use a service, you’re still legally responsible for the dissolution. Pick a provider with a solid track record in New Hampshire.

After Dissolution: Next Steps and Considerations

After you’ve dissolved your LLC in New Hampshire, you’re not quite done yet. You still need to handle asset distribution and keep records to make sure everything wraps up smoothly.

Distributing Remaining Assets

Once all debts are paid, distribute any leftover assets according to your Operating Agreement or state law. The distribution process should follow specific guidelines to avoid trouble.

Start by listing all assets—cash, equipment, property, accounts receivable, you name it. This list helps you keep track of what’s left.

Members usually get distributions based on ownership percentages, unless your Operating Agreement says otherwise. For example, if someone owns 30% of the LLC, they typically get 30% of what’s left.

Document every distribution clearly, including:

• What was distributed
• When you made the distribution
• Who received it
• The value of each item or payment

Keeping these records can save you headaches if questions or disputes come up later. It’s just good business practice, honestly.

Recordkeeping and Document Retention

Even after you dissolve your New Hampshire LLC, you still need to keep your business records. The state expects businesses to hold onto certain documents for specific periods after dissolution.

Some key documents you’ll want to keep include:

• Tax returns (hang on to these for at least 7 years)
• Financial statements (like balance sheets and profit/loss statements)
• Articles of Organization and Certificate of Cancellation
• Operating Agreement
• Business licenses and permits
• Employee records (if you had employees)
• Contracts and legal agreements

Stick these records somewhere safe—either in a locked file cabinet or stored digitally with backups. A lot of folks suggest keeping every business document for at least 7-10 years after you close up shop.

The IRS might still decide to audit your business, even after you’ve shut it down. If that happens, having your records organized makes dealing with any tax questions way less stressful and shows you handled the closure responsibly.