How to Dissolve an LLC in New Hampshire: Form LLC-7, $35

How to dissolve an LLC in New Hampshire, step by step

The general steps are in our guide on how to dissolve an LLC. What makes New Hampshire different is the order. The Department of Revenue Administration (DRA) has to certify that the company owes no state tax before the LLC hands its remaining money or property to its members, and only after the winding up is complete does the Secretary of State receive the cancellation.

A New Hampshire closing usually runs in this sequence:

• Decide to dissolve as the operating agreement requires and record the vote or the sole member's written consent.
• Collect receivables, sell what you can, and pay creditors or set money aside for them. Under RSA 304-C:141, creditors come first in the order of distribution (RSA 304-C).
• File the final New Hampshire business tax returns, with copies of the federal pages as filed with the IRS for the period that includes your last day of business.
• Request the DRA certificate of dissolution in Granite Tax Connect or on Form AU-22, with the $30 fee (DRA).
• Once the certificate arrives, distribute what is left to the members.
• File Form LLC-7, Certificate of Cancellation, with the Secretary of State for $35 (LLC forms and fees).
• File the final federal return and close the EIN account by letter to the IRS (IRS).

Source: RSA chapter 304-C: New Hampshire Limited Liability Company Act

Form LLC-7: filing the New Hampshire certificate of cancellation

RSA 304-C:142 lets an LLC file a certificate of cancellation once it has dissolved and finished winding up and liquidating. The certificate gives the LLC's name, the reason for cancelling and, if you want one, a delayed effective date. That date cannot be more than 90 days after filing (RSA 304-C:142).

The Secretary of State lists Form LLC-7 as available to file online. Anything paid electronically carries an extra $2.00 handling charge under RSA 5:10-a. On paper, send one original to the Corporation Division, printed in black ink, with a check made out to "State of New Hampshire" (Secretary of State).

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: New Hampshire Secretary of State: LLC forms and fees

The DRA certificate of dissolution comes before any payout

RSA 77-A:18 is the rule to plan around. No New Hampshire corporation or LLC may transfer property to its owners on liquidation until every tax, interest charge and penalty under the business profits tax chapter is paid and the commissioner of revenue administration has certified that nothing is due (RSA 77-A:18). The LLC Act repeats it: before distributing assets to members and managers, the LLC must first obtain the certificate (RSA 304-C:141).

For a dissolution statement, the DRA asks for the final New Hampshire business tax returns with all federal pages, Forms 4797 and 6252 if they were not part of the federal return, the minutes authorizing the dissolution, a plan of liquidation and a schedule showing how all New Hampshire assets were distributed. Federal Form 966 is added for corporations. The DRA estimates about 60 days for a dissolution or withdrawal statement (DRA).

• Ask early. Sixty days is long enough to delay the final distribution, so request the certificate as soon as the final returns are filed.
• Keep the distribution schedule you send the DRA. It is the clearest record of who received what when the LLC closed.
• If the LLC sells assets to a buyer, the sale proceeds still sit inside the LLC until the certificate allows them to go to members.

Source: RSA 77-A:18: certifications for dissolution, withdrawal and good standing

Dissolving a New Hampshire corporation

A business corporation files Form 19, Articles of Dissolution by Incorporator(s) or Initial Directors or Board of Directors and Shareholders, for $35, and it can be filed online. Form 36, Articles of Revocation of Dissolution, costs $35 if the owners change their minds (corporation forms).

The same RSA 77-A:18 certificate applies before property goes to shareholders, and the DRA's list for a corporation includes the board minutes and federal Form 966. For the federal side of closing a corporation, see how to dissolve a corporation.

Source: New Hampshire Secretary of State: corporation forms and fees

What happens if a New Hampshire LLC just stops filing

An LLC that stops filing does not quietly disappear. The annual report costs $100, with a $50 late fee, and it is filed through QuickStart (Secretary of State). The Secretary of State may administratively dissolve an LLC that, for 2 consecutive years, does not pay its annual report fees or deliver its annual report within 60 days of the due date, or that goes 60 days without a registered agent (RSA 304-C:136).

Administrative dissolution is not a clean exit. It counts as a dissolution under RSA 304-C:129, so the company is still expected to wind up. A reinstatement is possible within 3 years, and after that only through a separate late reinstatement that requires a published notice (RSA 304-C:145). If the reinstatement application reaches the Secretary of State more than 120 days after the dissolution notice was mailed, it must include a DRA good standing certificate (RSA 304-C:138). Filing LLC-7 yourself is cheaper than paying for years of reports and penalties later.

Source: RSA chapter 304-C: New Hampshire Limited Liability Company Act

Foreign LLCs registered in New Hampshire

An LLC formed in another state that registered to do business in New Hampshire cancels that registration on Form FLLC-3 for $35, and the form must come with a tax certificate from the DRA, requested online or on Form AU-22 (Secretary of State). The DRA calls this a statement of withdrawal; it costs $30 under RSA 77-A:18 and the DRA's withdrawal request asks for a statement on how New Hampshire assets were disposed of (DRA).

A foreign corporation does the same on Form 44, Application for Certificate of Withdrawal, for $35, again with the DRA tax certificate attached. Remember to close the company in its home state too, or it will keep owing reports there.

Source: New Hampshire Secretary of State: LLC forms and fees

Records to keep after a New Hampshire closing

Keep the DRA certificate, the filed LLC-7, the final state and federal returns and the asset distribution schedule together with a named custodian. The IRS asks you to keep employment tax records for at least 4 years after the tax is due or paid, and income tax records for at least 3 years in the ordinary case (IRS).

Most of a small company's history lives in software it rents: accounting, CRM, ticketing, email and file storage. Before you cancel those subscriptions, follow our guide to export company records before closing, then read what to do with business records after closing for retention and storage choices.

Source: IRS: How long should I keep records?

Before you delete anything: your records may have value

Operational records from a closed New Hampshire business, such as years of support tickets, work orders, job notes, email and source code, can be licensed to AI developers who need real working examples. Whether yours are worth anything depends on their volume, how complete they are and whether you have the right to share them. Our guide to selling company data after closing explains how that works and what has to come out first, and the closing a business checklist covers the rest of the shutdown. A free estimate takes a few minutes and does not need any files.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. Get a free estimate of what your records could be worth.