--- title: "How to Dissolve a Corporation in New Hampshire: Steps, Costs, and Final Filings | LLC Attorney" description: "Dissolve a New Hampshire corporation the right way: board and shareholder approval, Articles of Dissolution for $35 plus New Hampshire Department of Revenue..." canonical: https://llcattorney.com/states/nh/corporation-dissolution-new-hampshire image: https://llcattorney.com/images/share-cover.png source_path: /states/nh/corporation-dissolution-new-hampshire --- Key Takeaways - Filing form: Articles of Dissolution (Form 19), $35 fee, filed with the New Hampshire Secretary of State, Corporation Division - Processing time: standard Secretary of State processing - Dissolving a New Hampshire corporation requires a board resolution AND a separate shareholder vote — unlike an LLC, one member vote is not enough - New Hampshire requires tax clearance before dissolution can be finalized - New Hampshire does not require publication — notify known creditors directly instead - Same-day filing and compliance support available through LLC Attorney at no markup on state fees Dissolving a New Hampshire corporation is not the same process as dissolving a New Hampshire LLC, even though both end with a filing at the New Hampshire Secretary of State, Corporation Division. A corporation's board of directors has to formally adopt a resolution first, shareholders then have to approve it by the vote threshold set in your governing documents, and only then can you file the Articles of Dissolution, along with New Hampshire Department of Revenue Administration tax clearance. This guide covers the actual New Hampshire corporate dissolution process for 2026: the board-and-shareholder approval mechanics, the tax clearance requirement and how long it really takes, the Articles of Dissolution filing itself, and the creditor-notice and winding-up steps that come after. $35Articles of Dissolution filing fee Requiredtax clearance before dissolution Majority voteshareholder approval threshold Not requirednewspaper publication ## Board and Shareholder Approval to Dissolve a New Hampshire Corporation Before any shareholder vote can happen, the board of directors must first adopt a resolution recommending that the corporation be dissolved (unless the board determines a conflict of interest or other special circumstance means it should make no recommendation at all). This board-level step has no equivalent in an LLC's member-vote-only dissolution process. New Hampshire follows the Model Act default: once the board votes to dissolve, shareholders must approve by majority vote (at a meeting or by written consent), unless the articles of incorporation or the board require a greater vote. Confirm your New Hampshire corporation's articles of incorporation for any vote threshold above the statutory majority default. A New Hampshire corporation that has not issued shares or commenced business may be dissolved by a majority of its incorporators or initial directors. ## New Hampshire's Tax Clearance Requirement New Hampshire has a real, binding rule here: no corporation may transfer property to its shareholders until all state taxes and interest have been fully paid and a certificate has been obtained from the Commissioner of Revenue Administration confirming nothing is due. Request the certificate with a $30 non-refundable fee, and separately mail the Department of Revenue Administration a copy of the Articles of Dissolution once filed. Processing time varies; request early since the corporation may not transfer property to shareholders until the certificate is obtained ## Final Tax Returns and Accounts to Close File a final New Hampshire corporate income (or franchise) tax return through the date of dissolution, marked as final, with the NH Department of Revenue Administration. This is separate from — and in addition to — the Articles of Dissolution you file with the New Hampshire Secretary of State, Corporation Division. **Accounts to close:** New Hampshire corporate income/franchise tax account with the NH Department of Revenue Administration, plus any sales tax permit with the NH Department of Revenue Administration (New Hampshire has no general sales tax) and employer withholding account with the NH Department of Employment Security, if any of these were registered Reconcile and file the corporation's final annual report or franchise tax filing with the New Hampshire Secretary of State, Corporation Division and the NH Department of Revenue Administration before (or alongside) submitting the Articles of Dissolution — an unreconciled final report is one of the most common reasons a dissolution filing gets held up or rejected. If the corporation held a New Hampshire sales tax permit, file a final sales tax return and close the permit with the NH Department of Revenue Administration (New Hampshire has no general sales tax) alongside your final corporate tax return. If the corporation had employees, file final federal payroll tax returns (Form 941 and Form 940, both marked final) and close any state employer withholding or unemployment account with the NH Department of Employment Security. ## Winding Up and Distributing Assets Once dissolution is authorized, the directors — not the shareholders directly — carry out winding up: collecting and liquidating corporate assets, discharging or making reasonable provision for liabilities, and distributing any remaining property. This is a genuinely different chain of authority than an LLC, where members or managers (not a separate director layer) typically handle winding up themselves. New Hampshire law requires paying or reasonably providing for the corporation's debts and other liabilities before any remaining assets are distributed to shareholders — creditors are addressed first, and shareholders only receive what's left after that, generally in accordance with each class of stock's liquidation preference if more than one class exists. Shareholders who receive a distribution during winding up can be required to return some or all of it — up to the amount they received — if the corporation is later found to have distributed assets without properly providing for a known or reasonably anticipated creditor claim. Confirm all known liabilities are accounted for before distributing anything to shareholders, not just after the Articles of Dissolution paperwork has been filed. ## Creditor Notice and Publication Requirements New Hampshire permits written notice to known claimants with a statutory bar period; there is no mandatory publication step for corporations. New Hampshire permits written notice to known claimants with a statutory bar period; there is no mandatory publication step for corporations. ## Administrative Dissolution vs. Voluntary Dissolution in New Hampshire If a New Hampshire corporation falls out of compliance — commonly by missing an annual report, franchise tax, or registered agent requirement — the New Hampshire Secretary of State, Corporation Division can administratively dissolve the corporation involuntarily. This is a materially different track than the voluntary process on this page: it's the state acting on a compliance lapse, not a deliberate board-and-shareholder decision to close the business. A voluntary dissolution is a controlled, deliberate closing where the board and shareholders decide the timeline, handle winding up, and give creditor notice on their own terms. An administrative dissolution or revocation is the state acting unilaterally for a missed filing — the underlying business, its debts, and its officers' obligations don't disappear just because the state has flagged the entity. ### Reinstating a New Hampshire Corporation Reinstating a New Hampshire corporation after the state has moved to administratively dissolve the corporation generally requires filing a reinstatement application with the New Hampshire Secretary of State, Corporation Division and bringing all overdue reports, fees, and taxes current. Confirm the exact reinstatement form and any deadline with the New Hampshire Secretary of State, Corporation Division directly, since procedures and any reinstatement window vary. ## Operating in Other States? Don't Forget Foreign Withdrawal If the New Hampshire corporation is also registered to do business in other states, dissolving it at home does not end those foreign qualifications — you'll need to separately file a withdrawal (sometimes called a Certificate of Withdrawal or Application for Withdrawal) in each other state, or that state will keep assessing fees and compliance obligations against an entity that no longer legally exists in its home state. ## New Hampshire Corporation Dissolution Costs at a Glance Item Amount Notes Articles of Dissolution (Form 19) $35 standard Secretary of State processing; by mail only Tax clearance (Certificate from the Commissioner of Revenue Administration (application fee $30) confirming no returns, tax, additions to tax, interest, or penalties are due) Required before filing Processing time varies; request early since the corporation may not transfer property to shareholders until the certificate is obtained Filing with the New Hampshire Department of Revenue Administration Varies New Hampshire has a real, binding rule here: no corporation may transfer property to its shareholders until all state taxes and interest have been fully paid and a certificate has been obtained from the Commissioner of Revenue Administration confirming nothing is due. Request the certificate with a $30 non-refundable fee, and separately mail the Department of Revenue Administration a copy of the Articles of Dissolution once filed. New Hampshire registered agent (professional service) $49–$300/yr LLC Attorney service available if you need to reinstate or maintain standing during winding up ## How to Dissolve Your New Hampshire Corporation ### If You Do It Yourself **Step 1 — Adopt a board resolution recommending dissolution.** Before any shareholder vote can happen, the board of directors must first adopt a resolution recommending that the corporation be dissolved (unless the board determines a conflict of interest or other special circumstance means it should make no recommendation at all). This board-level step has no equivalent in an LLC's member-vote-only dissolution process. **Step 2 — Hold the shareholder vote.** New Hampshire follows the Model Act default: once the board votes to dissolve, shareholders must approve by majority vote (at a meeting or by written consent), unless the articles of incorporation or the board require a greater vote. Confirm your New Hampshire corporation's articles of incorporation for any vote threshold above the statutory majority default. **Step 3 — Stop transacting new business and begin winding up.** Once dissolution is authorized, the directors — not the shareholders directly — carry out winding up: collecting and liquidating corporate assets, discharging or making reasonable provision for liabilities, and distributing any remaining property. This is a genuinely different chain of authority than an LLC, where members or managers (not a separate director layer) typically handle winding up themselves. **Step 4 — Notify creditors and known claimants.** New Hampshire permits written notice to known claimants with a statutory bar period; there is no mandatory publication step for corporations. **Step 5 — Request tax clearance from the New Hampshire Department of Revenue Administration.** New Hampshire has a real, binding rule here: no corporation may transfer property to its shareholders until all state taxes and interest have been fully paid and a certificate has been obtained from the Commissioner of Revenue Administration confirming nothing is due. Request the certificate with a $30 non-refundable fee, and separately mail the Department of Revenue Administration a copy of the Articles of Dissolution once filed. **Step 6 — File the Articles of Dissolution (Form 19).** Submit to the New Hampshire Secretary of State, Corporation Division and the New Hampshire Department of Revenue Administration, by mail, with the $35 filing fee. New Hampshire has a real, binding rule here: no corporation may transfer property to its shareholders until all state taxes and interest have been fully paid and a certificate has been obtained from the Commissioner of Revenue Administration confirming nothing is due. Request the certificate with a $30 non-refundable fee, and separately mail the Department of Revenue Administration a copy of the Articles of Dissolution once filed. **Step 7 — Wait for processing.** standard Secretary of State processing. Expedited processing is not available — plan ahead if you have a deadline. **Step 8 — File final federal and state tax returns.** File a final New Hampshire corporate income (or franchise) tax return through the date of dissolution, marked as final, with the NH Department of Revenue Administration. This is separate from — and in addition to — the Articles of Dissolution you file with the New Hampshire Secretary of State, Corporation Division. **Step 9 — Withdraw any foreign qualifications in other states.** If the New Hampshire corporation is also registered to do business in other states, dissolving it at home does not end those foreign qualifications — you'll need to separately file a withdrawal (sometimes called a Certificate of Withdrawal or Application for Withdrawal) in each other state, or that state will keep assessing fees and compliance obligations against an entity that no longer legally exists in its home state. **Step 10 — Distribute remaining assets and close out records.** New Hampshire law requires paying or reasonably providing for the corporation's debts and other liabilities before any remaining assets are distributed to shareholders — creditors are addressed first, and shareholders only receive what's left after that, generally in accordance with each class of stock's liquidation preference if more than one class exists. Keep dissolution paperwork, final tax returns, and a record of the distribution for at least several years — you may need it if a claim surfaces later. **Step 11 — Watch for New Hampshire-specific dissolution traps.** New Hampshire does not offer online filing for Articles of Dissolution, which is unusual and can add real turnaround time compared to states with an online portal. Ready to Launch Your Business in New Hampshire?Follow our fast, easy process to get started right now.[Start My Business](https://app.llcattorney.com/formation?intake_type=formation) ### If LLC Attorney Does It for You 1. Submit your information at llcattorney.com — confirm the board resolution and shareholder vote, outstanding debts, and whether the corporation is registered in any other states. 2. LLC Attorney prepares board and shareholder resolution templates, then files the Articles of Dissolution with the New Hampshire Secretary of State, Corporation Division and the New Hampshire Department of Revenue Administration, coordinates tax clearance where required, and handles any required creditor notice. 3. Receive confirmation once your New Hampshire corporation is fully dissolved, plus access to flat-fee attorney consultations (no retainer) if a creditor dispute or multi-state withdrawal question comes up. ## When Should You Talk to an Attorney About Dissolving Your New Hampshire Corporation? Talk to an attorney before dissolving your New Hampshire corporation if there's any disagreement among shareholders about the decision to close, uncertainty about outstanding tax liability that could delay the required tax clearance, debts that may exceed the corporation's remaining assets, multiple classes of stock with different liquidation preferences, or existing/threatened claims you're worried could reach shareholders personally after dissolution. ### Is New Hampshire a State Where Dissolution Complexity Matters More? New Hampshire's rule tying any shareholder property distribution to a prior DRA certificate is a real trap for corporations that distribute assets to shareholders before formally closing out state tax obligations. ## What You Actually Get With LLC Attorney's New Hampshire Corporation Dissolution Service The part of New Hampshire corporate dissolution that trips up first-time filers isn't usually the paperwork itself — it's assuming the process works the same way it would for an LLC. New Hampshire's board-resolution-then-shareholder-vote sequence, plus the New Hampshire Department of Revenue Administration clearance step, has to be done in the right order or the filing gets rejected and sent back. - Board and shareholder resolution templates matched to New Hampshire's statutory vote threshold. - Articles of Dissolution prepared and filed for you, starting at $99. - Tax clearance coordination where New Hampshire requires it, so your filing isn't rejected for a step you didn't know about. - Creditor notice guidance tailored to New Hampshire's specific publication or direct-notice rules. - Access to professionally trained Business Success Advisors at no charge, plus flat-fee attorney consultations (no retainer) for winding-up and multi-state withdrawal questions. LLC Attorney handles the board and shareholder resolution paperwork, the Articles of Dissolution filing itself, and the New Hampshire Department of Revenue Administration clearance request so your New Hampshire corporation closes cleanly the first time. ## Close Your New Hampshire Corporation the Right Way Filing the wrong form, skipping the shareholder vote, or missing tax clearance can leave the corporation's officers and directors personally exposed or stuck reopening the process later. LLC Attorney's New Hampshire corporation dissolution service starts at $99. See our [full pricing](/pricing) for all service tiers. Ready to Launch Your Business in New Hampshire?Follow our fast, easy process to get started right now.[Dissolve My New Hampshire Corporation](https://app.llcattorney.com/formation?intake_type=formation) ## Frequently Asked Questions ### How much does it cost to dissolve a corporation in New Hampshire? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) The New Hampshire Secretary of State, Corporation Division charges $35 to file the Articles of Dissolution. Budget time (not just money) for the New Hampshire Department of Revenue Administration tax clearance step as well — Processing time varies; request early since the corporation may not transfer property to shareholders until the certificate is obtained. ### How long does it take to dissolve a corporation in New Hampshire? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) standard Secretary of State processing. Expedited processing is not available for this filing — plan ahead if you're working against a deadline. ### Do shareholders have to vote to dissolve a New Hampshire corporation? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. New Hampshire follows the Model Act default: once the board votes to dissolve, shareholders must approve by majority vote (at a meeting or by written consent), unless the articles of incorporation or the board require a greater vote. A board resolution alone is never enough to dissolve a New Hampshire corporation — the shareholder vote is a separate, required step. The one exception: if the corporation never issued shares or commenced business, a majority of the incorporators or initial directors can dissolve it directly, without any shareholder vote at all. ### Do I need tax clearance before dissolving my New Hampshire corporation? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. New Hampshire Department of Revenue Administration tax clearance is required before New Hampshire will complete your corporation's dissolution. New Hampshire has a real, binding rule here: no corporation may transfer property to its shareholders until all state taxes and interest have been fully paid and a certificate has been obtained from the Commissioner of Revenue Administration confirming nothing is due. Request the certificate with a $30 non-refundable fee, and separately mail the Department of Revenue Administration a copy of the Articles of Dissolution once filed. ### Do I need to notify creditors before dissolving my New Hampshire corporation? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) New Hampshire permits written notice to known claimants with a statutory bar period; there is no mandatory publication step for corporations. ### What is administrative dissolution in New Hampshire, and is it different from filing voluntarily? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) New Hampshire's involuntary process — the New Hampshire Secretary of State, Corporation Division moving to administratively dissolve a corporation for a compliance lapse like a missed annual report or unpaid fee — is different from the voluntary process on this page, which is a deliberate board-and-shareholder decision. Reinstating a New Hampshire corporation after the state has moved to administratively dissolve the corporation generally requires filing a reinstatement application with the New Hampshire Secretary of State, Corporation Division and bringing all overdue reports, fees, and taxes current. Confirm the exact reinstatement form and any deadline with the New Hampshire Secretary of State, Corporation Division directly, since procedures and any reinstatement window vary. ### Can I reinstate a New Hampshire corporation after it's been dissolved? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Reinstating a New Hampshire corporation after the state has moved to administratively dissolve the corporation generally requires filing a reinstatement application with the New Hampshire Secretary of State, Corporation Division and bringing all overdue reports, fees, and taxes current. Confirm the exact reinstatement form and any deadline with the New Hampshire Secretary of State, Corporation Division directly, since procedures and any reinstatement window vary. ### What happens after my New Hampshire corporation is officially dissolved? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Once dissolved, the corporation continues to exist only for the purpose of winding up — collecting assets, paying or providing for creditors, and distributing what remains to shareholders. New Hampshire permits written notice to known claimants with a statutory bar period; there is no mandatory publication step for corporations. If the corporation was registered in other states, you'll also need to separately withdraw those foreign qualifications. ### Does LLC Attorney help with corporation dissolutions? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. LLC Attorney handles New Hampshire corporation dissolutions end-to-end — preparing board and shareholder resolutions, filing the Articles of Dissolution, coordinating tax clearance where required, and confirming your corporation is fully closed with the state. ## Learn More About New Hampshire - [New Hampshire Corporation Formation](/states/nh/corporation-formation-new-hampshire) - [New Hampshire Registered Agent](/states/nh/registered-agent-new-hampshire) - [New Hampshire LLC Taxes](/states/nh/llc-taxes-new-hampshire)