In New Hampshire, closing a Limited Liability Company (LLC) requires going through some legal formalities. If an LLC is dissolved incorrectly, it may continue incurring taxes and fines.
Here is a detailed step-by-step process to dissolve an LLC in New Hampshire.
1. Review the LLC Operating Agreement
To begin, look at your LLC’s operating agreement, if there are any. This paperwork usually contains information about how to dissolve the LLC, including:
- Member voting percentages are required for the dissolution to occur.
- Settling of assets and debts between the members.
- Tax return submission protocol.
If your LLC does not have an operating agreement, you will need to follow New Hampshire’s default LLC laws. These statutes offer standards on how the members should conduct themselves while dissolving the business, ensuring that everything is properly recorded.
2. Hold a Vote Among Members
Gather all members of the LLC and discuss the proposition of dissolving the LLC at a meeting. After making the decision, write it down in the minutes of the meeting together with ensuring the voting procedure abides by both your operating agreement and state law. Ordinarily, an agreement either by all members or a majority of the members is sufficient, subject to the rules of your LLC.
All the members who were part of the LLC agreed to the dissolution and their approval will serve as a legal document. One of the issues that can arise from the dissolution is a legal dispute. As a precaution, the dissolving members must document most if not all of the voting process in this matter.
3. Settle Outstanding Debts and Obligations
Ensure that the LLC completes all tax obligations before the actual dissolution of debt. One way of easing the process in case of disputes would be providing the documents as submissions.
Settle debt: Inform creditors about the dissolution and provide them with a deadline to submit claims, which will help them settle the debts.
Close Vendor Accounts: Cancel contracts with suppliers and service-providing companies.
Settle Accounts: Cancel contracts with suppliers and service providers.
In some instances, creditors will need to be paid before anything else, and it might require legal action. Moreover, assets retained may need to be sold to satisfy creditor demands.
4. Notify Tax Authorities
The LLC must settle all tax obligations before dissolution. This includes:
- Filing Final Tax Returns: File both federal and state tax returns marked as “final.”
- Resolve Outstanding Taxes: Pay any unpaid taxes, including income, sales, and employment taxes.
- Cancel Tax Accounts: Close your LLC’s tax accounts with the New Hampshire Department of Revenue Administration and the IRS.
Moreover, if any sales tax or employee payroll taxes were in play for your LLC, you will need to pay final sales tax and payroll tax returns. If the state has any other future obligations, get tax clearance from them.
5. File the Certificate of Cancellation
Once you have decided to stop or dissolve your LLC professionally, a Certificate of Cancellation needs to be filed with the New Hampshire Secretary of State. The process is as follows:
a. Obtain the Form
You can visit the website of the New Hampshire Secretary of State to download the certificate of Cancellation. This is necessary to inform the state of your LLC’s inability to conduct business anymore.
b. Complete the Form
Include the following:
- LLCs name
- Giving reasons for dissolution
- The effective date for the dissolution is different from the filing date.
- A confirmation statement where you say that every obligation and debt has been taken care of.
Completing these forms correctly is important as it allows for the issue regarding the dissolution to be expedited instead of delayed.
c. Submit the Form
The evidence that you have completed the certificate of cancellation form will go to the Secretary of State for New Hampshire and you can submit it:
Online: Through the Secretary of State’s online filing portal for faster processing.
Through the Mail: If you include the filing fee with the form handwritten to the state, they can send it to the address included.
In Person: Deliver them directly to the office of the Secretary of State.
Filing Fee
In usual cases, the Association of Cancellation’s Certificate Filing Fee is $35. Check the office of the Secretary of State’s website for an updated fee in case it has been altered.
6. Notify Stakeholders
Make sure to cover all parties concerned regarding the dissolution of the LLC which involves:
Employers: Provide notice along with managing the last payroll.
Vendors and Suppliers: Compensate them for any outstanding invoices and notify them of the closing of the business.
Customers: Make sure to inform existing clients especially if there are active projects or contracts within the LLC to tend to.
Business Partners: Ascertain that all stakeholders and partners know the closing of the LLC.
Sending a formal notice in written form will make it easier to keep the working relationship and maintain professionalism along with avoiding other misunderstandings.
7. Cancel Permits, Licenses, and Accounts
To appropriately close an LLC, cancel all permits, licenses, and registrations acquired at the state and local levels. This involves:
- Professional licenses are specific to your field.
- Business name (`DBA`) registration with state or local government.
- Sales tax permits and any other tax-related accounts.
Moreover, business bank accounts, credit cards, and the card of the LLC should also be closed. Also, inform your bank and ensure that all forms of transactions are put to a halt.
8. Updating of Business Records
Make sure that you preserve the important documents for the LLC for a few years. These documents consist of but are not limited to:
- Tax returns
- Financial reports and statements
- Dissolution documents
- Dissolution meeting minutes and amendments
As per the laws of New Hampshire, a business may be required to keep business documentation for a specific period for audit or dispute or any legal matter waiting in the future. These things can save you so much hassle in the future because of proper record keeping.
How EasyFiling Can Assist You
We all know how dissolving an LLC is an intricate and very delicate procedure. EasyFiling takes on the tough tasks for you. We understand how long, tiring, and daunting this process is for you, which is why we offer you:
New Hampshire Compliance: We provide aid every step of the way. Our representatives will make sure that every step taken complies with America’s legal demands for New Hampshire on LLC dissolution.
Document preparation: We professionally prepare, endorse, and submit documents like the cancellation certificate.
Tax Compliance Aid: We ensure that every tax file is closed and finally submitted to guarantee that New Hampshire doesn’t enforce fines or penalties on you as a business.
Tailored Options: Each business is different and we understand that, which is why we offer services as per your requirement during the dissolution process.
EasyFiling allows the owner to pursue their next business idea without worrying about the dissolution of the LLC they own. Book a free consultation today to dissolve an LLC in New Hampshire.
FAQs
1. How much does it cost to dissolve an LLC in New Hampshire?
The filing fee for canceling the LLC is $35 but you should always check their State’s website for the latest fee.
2. How long does it take for an LLC to dissolve in New Hampshire?
Dissolving an LLC takes a few weeks, depending on the method chosen for submitting documents online, via mail or in person, and how accurately the documents were filled out.
3. Do I need to inform the IRS about the LLC I am dissolving?
Mark your federal tax returns as “final” to indicate the closing date of the business. You must also close your IRS accounts and file for final tax returns.
4. Can I dissolve my LLC if it still owes money?
No, you have to settle all debts before canceling the LLC, and paying creditors or arranging payment must be done before filling out the documents.
5. How does EasyFilling aid my LLC dissolution?
With EasyFilling, you get guidance, consultation, document preparation, and tax compliance solutions tailored to aid customers in dissolving their LLCs easily. Get in touch with us today for assistance!
Nabin Adhikari
