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The New Hampshire LLC operating agreement is a legal document that is highly recommended for all LLC businesses. This allows the managing members of a company to set an agreement of where resources and profits will be allocated, set responsibilities, and in general set the structure for how the company will be run.

From NH Rev Stat § 304-C:16 (2019):

304-C:16 Operating Agreement. – “Operating agreement” means any agreement, including any amendments or restatements, whether referred to as a limited liability company agreement, operating agreement, or otherwise, of the member or members as to the internal affairs of a limited liability company or the conduct of its business.

New Hampshire Operating Agreement Law

Per Sec. 304-C:41, Sec. 304-C:42, Sec. 304-C:43, Sec. 304-C:44, and Sec. 304-C:45 of the New Hampshire Partnership Statutes:

304-C:41 Binding Effect of Operating Agreements. –
I. A person that becomes a member or manager of a limited liability company is deemed to assent to the operating agreement.
II. Subject to RSA 304-C:125, a transferee of a limited liability company interest is bound by the operating agreement whether or not the transferee signs the operating agreement.

304-C:42 No Requirement That Limited Liability Company Sign Agreement. – A limited liability company is not required to sign its operating agreement in order to be bound by it or to enforce it.

304-C:43 Single-Member Limited Liability Companies May Have Enforceable Operating Agreements. – An operating agreement of a single-member LLC shall not be unenforceable on the ground that there is only one person who is a party to the operating agreement.

304-C:44 Statute of Frauds Inapplicable to Limited Liability Company Agreements. – An operating agreement shall not be subject to any statute of frauds.

304-C:45 Operating Agreements May Provide Rights to any Persons, Including Non-Parties. – An operating agreement may provide rights to any person, including a person who is not a party to the operating agreement, to the extent set forth in writing.

Forming an LLC in New Hampshire

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

When choosing a name for your LLC it is mandatory that the name has one of the following designators to declare it as an LLC:

  • LLC
  • L.L.C.
  • LC
  • L.C.
  • Limited Liability Company
  • Std. Liability Co.

Note that the name may not include other designators such as “corp” or “inc” and professional titles like attorneys, banks, or doctors may require additional verification to use the title in the registered name.

You’ll need to make sure that your name is distinguishable from other business names, including government entities, so you’ll need to do a search on the New Hampshire Business Name Database.

Step 2: Choose Your Registered Agent

All New Hampshire LLCs must appoint a registered agent that will accept legal documentation and service of process on behalf of the LLC. This can be an individual or an agent service, with individuals requiring the following:

  • Be 18 years or older
  • Be a resident of the state
  • Have a physical (not a P.O. Box) address in New Hampshire

When using a registered agent service, the agent must be authorized to do business in New Hampshire.

Step 3: File Your Formation Articles

The articles you are going to file will depend on whether you are filing a new business in New Hampshire (domestic) or an existing business from out-of-state (foreign).

Domestic formations require a Certificate of Formation to be filed online or to be sent in via mail.

Online Filing (Domestic):

  • $100 filing fee (+$2 for online payment processing)
  • Turnaround time: 3-5 business days
  • Create an account and submit online

Mailed Filing (Domestic):

  • $100 filing fee
  • Turnaround time: 7-10 business days upon receipt
  • Fill out the form online or after printing and mail to:

Corporation Division,
NH Dept. of State,
107 N Main St, Rm 204,
Concord, NH 03301-4989

Foreign formations require you to submit an Application for Registration as a Foreign Limited-Liability Company which can be done both online or be sent in by mail.

Online Filing (Foreign):

  • $100 filing fee
  • Turnaround time: 3-5 business days
  • Create an account and submit online

Mailed Filing (Foreign):

  • $100 filing fee
  • Turnaround time: 7-10 business days upon receipt
  • Fill out the form online or after printing and mail to:

Corporation Division,
NH Dept. of State,
107 N Main St, Rm 204,
Concord, NH 03301-4989

Step 4: Draft a New Hampshire Operating Agreement

Drafting an operating agreement for your LLC is a very important step to take, although not mandatory by law. This can be a great time to outline managerial responsibilities and duties, imposing possible punishments or legal action if the responsibilities aren’t fulfilled. It can also remove owner liability in some cases as both they and the company will be abiding by the standards set in the operating agreement.