Are you ready to stop doing business with your New Hampshire corporation, but you’re not sure how the official dissolution process works?
The state of New Hampshire requires corporations to file documentation of a dissolution, which can differ depending on a couple of key factors. What are these factors, and what does the dissolution process include? In this guide to dissolving a New Hampshire corporation, we’ll break down all the relevant details.
If at any point you need help, you can use a service like Incfile or Northwest Registered Agent to handle the process for you.
Guru Tip: Most company formation services are also able to dissolve your entity for a small fee. They’ll take care of the paperwork so you can move on. Two popular options are LegalZoom and Incfile.
What Does It Mean to Dissolve a Corporation?
In any state, there is a series of steps that needs to be followed in order to properly dissolve a corporation. While this process does vary some from state to state, for the most part it’s necessary to follow this basic plan (unless your corporation has not yet issued shares or started doing business, which we’ll get to shortly):
- Hold a board of directors meeting and formally move to dissolve your corporation. The resolution to dissolve must be agreed upon by a majority of the corporation’s directors. Depending on your corporation’s structure, you may then need to take the vote to your shareholders. Either way, it’s important to take detailed records of this process for your corporate record.
- File the Articles of Dissolution with the New Hampshire Department of State.
- Fulfill all tax obligations with the state of New Hampshire, as well as with the IRS.
- Cancel any relevant licenses and permits, along with closing your business bank account.
- Notify customers, vendors, and creditors of your dissolution.
Most of these steps are fairly self-explanatory, but where many corporation owners run into some confusion is when it comes to the Articles of Dissolution. With that in mind, let’s dive into the details of this step.
How to Dissolve a New Hampshire Corporation by the Board of Directors
Most corporations must be dissolved by the board of directors, and we discussed the necessity of holding a meeting to reach this resolution in the previous section.
If your corporation has already commenced business and distributed shares, you will need to mail the Articles of Dissolution to the Department of Revenue, and then file them with the Department of State. You can download this form right here. It requires the following information:
- Corporation name
- Date of incorporation
- Affirmation that “a majority of the directors/shareholders authorized the dissolution”
- Affirmation that no debts remain unpaid
- Affirmation that the net assets remaining after winding up have all been distributed
- Date of dissolution authorization
- Date that the Articles of Dissolution were filed with the Department of Revenue
- Affirmation that the number of votes cast was sufficient to authorize the dissolution
- Title and signature of an authorized representative
You will need to mail a copy of the Articles of Dissolution to the Department of Revenue, which does not require a filing fee. However, when you file the Articles of Dissolution with the Department of State, you must include a $35 check payable to the “State of New Hampshire.” You can send the Articles to Dissolution to the Department of Revenue at this address:
Department of Revenue Administration
109 Pleasant Street
P.O. Box 457
Concord, NH 03302-0457
Then, you will need to mail the Articles of Dissolution to the Department of State here:
Corporation Division
NH Dept. of State
107 N Main St, Rm 204
Concord, NH 03301-4989
If you prefer to deliver the documents in person, you may do so here:
State House Annex, 3rd Floor, Rm 317
25 Capitol St.
Concord, NH 03301
You do not need to wait for the Department of Revenue to process your documents before sending them to the Department of State. Typically, you can expect the DOS to process the dissolution in less than a week (filing in person is a little quicker).
How to Dissolve a New Hampshire Corporation by the Incorporators
Sometimes, entrepreneurs need to dissolve their corporation before shares are issued or any business is transacted. In this situation, the incorporator will need to take responsibility for dissolving the corporation.
The process to dissolve a corporation that has not commenced business or issued shares is similar, however you will not need to send a copy of the Articles of Dissolution to the Department of Revenue. Instead, you can fill out the Articles of Dissolution and file them directly with the Department of State. You can download the same form here, but you will need to provide slightly different information (the differences are in bold below):
- Corporation name
- Date of incorporation
- Affirmation that “a majority of the incorporators/initial directors authorized the dissolution
- Affirmation that no shares have been issued AND/OR business has not commenced
- Affirmation that no debts remain unpaid
- Affirmation that the net assets remaining after winding up have all been distributed
- Date of dissolution authorization
- Date that the Articles of Dissolution were filed with the Department of Revenue
- Affirmation that the number of votes cast was sufficient to authorize the dissolution
- Title and signature of authorized representative
You will still need to write a $35 check payable to the “State of New Hampshire” and include it as part of your filing. Once you have provided all of the necessary information, you can mail your documents to the Department of State here:
Corporation Division
NH Dept. of State
107 N Main St, Rm 204
Concord, NH 03301-4989
Or you can drop off your documents at this address:
State House Annex, 3rd Floor, Rm 317
25 Capitol St.
Concord, NH 03301
The Department of State can generally process your dissolution paperwork in less than a week.
What Else Do I Need to Know About Dissolving a Corporation in New Hampshire?
Corporate names are protected for up to 120 days following a voluntary or involuntary dissolution in New Hampshire. Involuntary dissolutions can occur if you fail to file your annual reports on time or if you do not properly dissolve your corporation with the state.
If your corporation is dissolved by the state of New Hampshire and you wish to reinstate it, you will need to file any delinquent reports and pay a reinstatement fee that varies based on how long you have been dissolved. It is more cost-effective to reinstate a corporation within 120 days of the dissolution.
Finally, if you voluntarily dissolve your corporation, you have 120 days to revoke the dissolution. It costs $35 to revoke a dissolution in New Hampshire.
Conclusion
If your corporation has already commenced business and issued shares in New Hampshire, you will need to mail the Articles of Dissolution to the Department of Revenue, and then file them with the Department of State in order to dissolve. However, if your corporation has not done one or both of these things, you will simply need to file the Articles of Dissolution with the Department of State.
Either way, it’s crucial that you complete each step discussed in this guide accurately, because you certainly don’t want to run into any issues with the dissolution process.
We hope this guide helped you answer any questions you might have had about dissolving a New Hampshire corporation!