Key Takeaways
- $100 Articles of Incorporation filing fee (Form 11) paid to the New Hampshire Secretary of State, Corporation Division
- Minimum 1 director required (RSA 293-A:8.03)
- Annual Report (Online (quickstart.sos.nh.gov)) due within by April 1 of the year following incorporation, $100 fee; $50 late fee, then administrative dissolution if left unfiled late penalty
- Business Profits Tax of 7.5% on taxable income above $109,000 in gross receipts, plus a 0.55% Business Enterprise Tax above the $298,000 base — there is no flat franchise tax, and BET credits against BPT
- Registered Agent with a physical New Hampshire street address required
- No publication requirement
- S-Corp election available via IRS Form 2553 within 75 days of formation; the S-corp election does not change New Hampshire's entity-level BPT or BET
- Same-day filing available through LLC Attorney at no markup on state fees
Forming a corporation in New Hampshire means filing Articles of Incorporation (Form 11) with the New Hampshire Secretary of State, paying a $100 filing fee, naming at least one director, and keeping up the $100 Annual Report due every April 1. What distinguishes New Hampshire is its tax structure: there is no flat franchise tax and no general sales tax, but the corporation itself owes the 7.5% Business Profits Tax above $109,000 in gross receipts and a 0.55% Business Enterprise Tax above a $298,000 base. This guide walks through every step and cost, with filing available through LLC Attorney starting at $49.
C-Corp vs LLC in New Hampshire
Most first-time business owners in New Hampshire start with an LLC. A New Hampshire corporation earns its place in specific cases — when you plan to bring on outside investors, issue stock options, or want the familiar board-and-officer governance that institutional money expects — rather than as a default choice.
Choose a New Hampshire corporation when:
- You plan to raise venture capital or institutional investment. VC firms, angels, and most institutional investors require a C-Corp structure before they write a check. Preferred stock, convertible notes, SAFEs, and board governance by class are native to corporations, not LLCs.
- You want to issue stock options to employees (ISOs). Corporations issue stock; LLCs issue membership interests. ISO and NSO option plans are available to corporations but not to LLCs.
- You expect to eventually go public or sell to a public company. Public markets operate on corporate stock mechanics.
- You are in a regulated industry where corporate structure is required or expected by licensing boards, government contracts, or institutional counterparties.
Stick with an LLC when:
- You are a small business with one or a few owners who will not need institutional investment.
- Pass-through taxation without payroll complexity is the priority.
- You do not need stock option plans or institutional investment mechanics.
Why and when to incorporate in Delaware vs your home state
Delaware is the default for startups on a venture track. Institutional investors expect it, term sheets assume it, and the Court of Chancery resolves corporate disputes faster than any general trial court. If you are raising a priced round or structuring for QSBS eligibility, incorporate in Delaware.
If you are not raising outside capital, New Hampshire is usually the better choice. A Delaware corporation operating in New Hampshire still has to register as a foreign corporation there, pay New Hampshire fees, and file a Delaware franchise tax return each March 1. That is duplicate overhead with no benefit for a business that will not seek institutional investment.
What's Unique About Corporations in New Hampshire?
What sets a New Hampshire corporation apart is its tax footprint, not a court system or charter premium. The state collects no personal income tax on wages and no general sales tax, but it reaches business profit directly through the Business Profits Tax and the Business Enterprise Tax — entity-level taxes that fall on the corporation itself rather than passing cleanly to shareholders. There is no share-count franchise tax, so the cost of holding the entity year to year is essentially the $100 Annual Report. That combination favors profitable operating companies that bill from New Hampshire and want to keep recurring entity costs low.
Key New Hampshire-specific requirements:
- Articles of Incorporation (not "Articles of Organization" — that is the LLC filing document)
- Board of one or more directors (RSA 293-A:8.03); no residency or citizenship requirement and no share-based franchise tax tied to your authorized shares
- Business Profits Tax of 7.5% on taxable income above $109,000 in gross receipts, plus a 0.55% Business Enterprise Tax above the $298,000 base — there is no flat franchise tax, and BET credits against BPT
- Annual Report due April 1 on a fixed statewide calendar deadline rather than your incorporation anniversary — file in March to stay clear of the rush
- No share-based or flat franchise tax — annual entity cost is essentially the $100 Annual Report, with BPT and BET owed only on actual business activity
Selecting a Name for Your New Hampshire Corporation
Your corporation's name must comply with New Hampshire naming requirements:
- Must include "Corporation," "Incorporated," "Inc.," "Corp.," or another New Hampshire-approved designator (RSA 293-A:4.01)
- Must be distinguishable from all existing New Hampshire entities in the New Hampshire QuickStart business search
- the name must contain Corporation, Incorporated, Company, or Limited, or an abbreviation of one of these, and may not imply a purpose the corporation is not authorized to pursue
- Names implying government affiliation or banking activity are restricted
Search the New Hampshire QuickStart business search at quickstart.sos.nh.gov before filing. Your name search is not a reservation — the name can be registered by another filer while you prepare your Articles of Incorporation.
Name reservation: file a name reservation with the New Hampshire Secretary of State, Corporation Division, $15 fee, holding the name for 120 days. Recommended if your paperwork takes more than a few days to prepare.
Directors, Officers, and Shareholders in a New Hampshire Corporation
A New Hampshire corporation has three distinct roles:
Shareholders own the corporation. They hold stock and vote on major decisions — electing directors, approving mergers, authorizing major asset sales. Shareholders do not manage day-to-day operations.
Directors govern the corporation through a Board of Directors. They set strategic direction, authorize major transactions, and oversee management. New Hampshire's director requirements: New Hampshire requires a board of one or more directors (RSA 293-A:8.03), with the exact number fixed in the articles or bylaws. Directors need not live in New Hampshire or be U.S. citizens, and the statute sets no minimum age beyond the capacity to act. A corporation with a single shareholder can dispense with a board only by agreement under the statute; most simply name one director and proceed.
Officers (CEO, CFO, Secretary, etc.) manage day-to-day operations. Officers are appointed by the Board of Directors. New Hampshire requires whatever officers the bylaws or board designate, with no statutory minimum slate; one person may hold every office at once (RSA 293-A:8.40). One individual may be the sole director and hold every officer role at once under RSA 293-A:8.40, which is the standard setup for a single-owner New Hampshire corporation.
Designating a Registered Agent
Every New Hampshire corporation must designate a Registered Agent — a person or entity with a physical New Hampshire street address who receives legal notices, lawsuits, and official state correspondence on behalf of your corporation.
New Hampshire law (RSA 293-A:5.01) requires every corporation to maintain a Registered Agent with a physical New Hampshire street address; a P.O. box does not satisfy the requirement. The agent must be available during business hours to receive service of process and official Secretary of State mail. If your corporation has no New Hampshire office, a commercial registered agent is the practical way to meet the requirement and keep the corporation in good standing.
If the New Hampshire Secretary of State, Corporation Division cannot deliver legal notices to your Registered Agent, New Hampshire can administratively administratively dissolve your corporation. LLC Attorney's New Hampshire Registered Agent service is $125/year.
New Hampshire Corporation Costs and Compliance
How to Form a Corporation in New Hampshire
If You Do It Yourself
Step 1 — Choose a corporate name that complies with New Hampshire's requirements.
Your corporate name must be distinguishable from all existing New Hampshire entities and include an approved corporate designator ("Inc.," "Corp.," "Corporation," "Incorporated," or as specified in RSA 293-A:4.01). Search the New Hampshire QuickStart business search at quickstart.sos.nh.gov before preparing any documents. New Hampshire's QuickStart search at quickstart.sos.nh.gov confirms that a corporate name is available with the state, but it does not clear trademark rights — run the name against the USPTO database separately before you build a brand on it.
Step 2 — Reserve your corporate name (recommended).
File a name reservation with the New Hampshire Secretary of State, Corporation Division, $15 fee, good for 120 days. If you are not filing immediately, this prevents another entity from taking your name while you prepare documents.
Step 3 — Decide your director structure before opening the formation form.
New Hampshire requires 1 director at formation. Decide your board size before you adopt bylaws. A solo founder can serve as the sole director, while a company expecting outside investors or co-founders usually fixes a three-to-five-seat board so adding directors later does not require amending the bylaws. New Hampshire lets you state either a fixed number or a permitted range, which is the more flexible choice for a growing company. Write down your director names and New Hampshire addresses before you open the form — most state portals cannot save a partially completed filing.
Step 4 — Designate your Registered Agent.
Every New Hampshire corporation must have a Registered Agent with a physical New Hampshire street address. P.O. boxes are not accepted. Out-of-state owners almost always use a commercial registered agent because they have no New Hampshire street address of their own. LLC Attorney can serve as your New Hampshire Registered Agent and forward state and legal mail to your client portal.
Step 5 — Complete the Articles of Incorporation (Form 11).
Go to sos.nh.gov and use the current version of the Articles of Incorporation. Always file directly through the New Hampshire Secretary of State, Corporation Division — outdated forms are rejected without refund. Complete it with:
- Your exact corporate name including designator
- Your Registered Agent — full legal name and physical New Hampshire street address
- Your authorized share structure — state the number of shares the corporation is authorized to issue, which New Hampshire does not tie to any share-based tax, so a simple 1,000,000-share authorization at no par value is common and carries no annual cost
- Director names and addresses
- Incorporator signature (the person submitting the form; need not be a director or shareholder)
- The total number of shares the corporation is authorized to issue, and whether they carry par value (New Hampshire does not tax based on this number)
Step 6 — File the Articles of Incorporation and pay the $100 fee.
File online at quickstart.sos.nh.gov or by mail to the New Hampshire Secretary of State, Corporation Division in Concord. Online processing is 1 to 2 business days for online filings through QuickStart under normal volume.
- 24-hour service: $25 additional (total: $125)
- New Hampshire applies a single $25 expedite surcharge rather than tiered same-day or two-hour options; online QuickStart filings are usually approved within a day or two without paying for expedite at all.
Step 7 — Wait for your approved Articles of Incorporation.
Your corporation does not legally exist during the review period. You cannot open bank accounts, sign contracts as the corporation, or issue stock until the New Hampshire Secretary of State, Corporation Division approves your filing. Standard processing is 1 to 2 business days for online filings through QuickStart; 2 to 3 weeks for mailed paper filings, longer around the late-March annual-report rush during peak filing season. Keep your approved Articles of Incorporation — every bank, licensing board, and counterparty will request it.
Step 8 — Hold your organizational meeting and adopt bylaws.
After approval, your Board of Directors must hold an organizational meeting (or sign a written consent in lieu of meeting) to adopt bylaws, elect officers, authorize the bank account, authorize stock issuance, and set the fiscal year. New Hampshire does not require bylaws to be filed with the Secretary of State — keep them with your corporate records. New Hampshire bylaws are adopted by the incorporator or initial board under RSA 293-A:2.06 and govern how directors are elected, how officers are appointed, and how shareholder meetings run. Draft them to match the single-founder or multi-owner reality of your company rather than relying on a generic fill-in form. A generic template may omit New Hampshire-specific provisions and may not align with your share structure.
Step 9 — Issue stock to founders.
Authorize and issue shares to founders immediately after your organizational meeting. Document the issuance in your stock ledger and issue stock certificates (or maintain uncertificated share records). Each founder's share count and issuance price must be documented. Because New Hampshire imposes no share-count or capital-based franchise tax, your authorized-share number does not drive any ongoing fee the way it does in Delaware. Pick a count that leaves room for future stock grants and investors, but there is no tax penalty for authorizing more shares than you issue on day one.
Step 10 — File your initial Annual Report (Online (quickstart.sos.nh.gov)) within by April 1 of the year following incorporation.
After your Articles of Incorporation is approved, you have by April 1 of the year following incorporation to file Online (quickstart.sos.nh.gov) with the New Hampshire Secretary of State, Corporation Division. This filing confirms your Registered Agent address, principal office address, and director and officer contact information. Filing fee: $100. Missing the deadline triggers a $50 late fee, then administrative dissolution if left unfiled penalty.
Step 11 — Apply for your federal EIN.
Your corporation needs an EIN to open a bank account, hire employees, and handle tax filings. Apply at irs.gov/ein. Free, no government filing fee. Available Monday through Friday, 7 a.m. to 10 p.m. Eastern. 15-minute inactivity timeout — have all information ready before starting. International incorporators without a U.S. SSN or ITIN must apply by phone (IRS Form SS-4, 267-941-1099).
Step 12 — Open a corporate bank account.
Required documents: your approved Articles of Incorporation, your EIN confirmation letter (IRS Form CP 575 or SS-4 approval), your adopted bylaws, a board resolution authorizing the account, and personal ID of authorized signers. Call ahead — bank requirements for corporations are more involved than for LLCs.
Step 13 — Register for New Hampshire state taxes.
Your federal EIN does not automatically register you with New Hampshire state agencies. Depending on your business type:
- New Hampshire sales and use tax (NH Department of Revenue Administration (New Hampshire has no general sales tax), if you sell taxable goods or services) — revenue.nh.gov
- New Hampshire employer payroll taxes (NH Department of Employment Security, if hiring New Hampshire employees) — nhes.nh.gov
- New Hampshire Business Profits Tax and Business Enterprise Tax (NH Department of Revenue Administration) — register once gross receipts or enterprise value cross the filing thresholds; there is no New Hampshire sales tax
Step 14 — Pay your New Hampshire annual tax.
New Hampshire does not levy a flat franchise tax, so there is no fixed annual amount to budget the way Delaware corporations face. What a New Hampshire corporation owes instead is the Business Profits Tax — 7.5% of taxable business income — once gross receipts pass $109,000, and the Business Enterprise Tax — 0.55% of the enterprise value tax base (wages, interest, and dividends paid) — once that base or gross receipts exceed $298,000. Both are filed with the NH Department of Revenue Administration, and BET paid is credited against BPT to limit overlap. Separately, file the $100 Annual Report with the Secretary of State by April 1; that report is a compliance filing, not a tax.
Step 15 — Decide whether to elect S-Corp tax treatment.
C-Corporation income is taxed twice: once at the corporate level (federal rate currently 21%), and again when distributed to shareholders as dividends. An S-Corp election converts the corporation to pass-through taxation. S-Corp election is available for New Hampshire corporations that meet IRS eligibility: 100 or fewer shareholders, all U.S. citizens or residents, only one class of stock, and no institutional or foreign shareholders. File IRS Form 2553 within 75 days of formation. The election is made with the IRS — it does not require any New Hampshire filing. New Hampshire does not conform to the federal S-corporation election for its business taxes. Electing S-corp status changes how the IRS taxes the company federally, but the Business Profits Tax and Business Enterprise Tax still apply at the entity level in New Hampshire either way. So the S-corp decision here is driven by federal payroll-versus-distribution planning, not by any New Hampshire tax break — model both the federal savings and the unchanged BPT and BET exposure before electing.
Step 16 — Set annual compliance reminders.
New Hampshire corporations must file and pay on a recurring basis:
- Annual Report (Online (quickstart.sos.nh.gov)): Annually by April 1, $100 fee — $50 late fee, then administrative dissolution if left unfiled if missed
- Business Profits Tax (7.5%) and Business Enterprise Tax (0.55%): filed with the NH Department of Revenue Administration on income earned, plus the $100 Annual Report due April 1 — there is no separate flat franchise tax to track
Missing these filings puts your corporation in bad standing with the New Hampshire Secretary of State, Corporation Division and NH Department of Revenue Administration. Suspension means you cannot file documents, defend lawsuits, or do business in New Hampshire. If you would rather not manage this process, the service handles New Hampshire corporation formation starting at $49.
If LLC Attorney Does It for You
- Submit your information at llcattorney.com — corporate name, director structure, authorized shares, Registered Agent preference, fiscal year, and target formation date. No forms to find or download.
- LLC Attorney files your Articles of Incorporation with the New Hampshire Secretary of State, Corporation Division, drafts your bylaws, handles your organizational meeting consent, issues your stock ledger documentation, applies for your EIN, and covers same-day filing if needed. Your Registered Agent designation and initial Annual Report are included.
- Receive your approved Articles of Incorporation, bylaws, organizational consent, stock documentation, and EIN confirmation through your LLC Attorney client portal. Annual compliance reminders are included so you never miss a Online (quickstart.sos.nh.gov) deadline or annual tax payment.
S-Corp Election for New Hampshire Corporations — What You Need to Know
An S-Corp election is not a separate entity — it is a federal tax election made by an existing corporation. Your New Hampshire corporation remains a New Hampshire corporation; you are only changing how the IRS taxes it.
The S-Corp tax advantage: a C-Corp pays 21% federal corporate income tax on net income, and shareholders pay income tax again on dividends. An S-Corp passes income directly to shareholders' personal returns, skipping the corporate-level tax. For owner-operated businesses with consistent profitability above roughly $40,000/year, the S-Corp election typically produces material tax savings.
S-Corp payroll requirement: if you elect S-Corp status and work in the business, you must pay yourself a "reasonable salary" subject to payroll taxes. The savings come from income above that salary, which passes through without payroll tax. Skip the salary and the IRS can reclassify your distributions as wages and assess back payroll taxes plus penalties.
Eligibility requirements:
- 100 or fewer shareholders
- All shareholders must be U.S. citizens or permanent residents
- Only one class of stock (identical distribution and liquidation rights)
- No institutional shareholders, partnerships, or non-resident alien shareholders
New Hampshire treatment of S-Corps: New Hampshire does not conform to the federal S-corporation election for its business taxes. Electing S-corp status changes how the IRS taxes the company federally, but the Business Profits Tax and Business Enterprise Tax still apply at the entity level in New Hampshire either way. So the S-corp decision here is driven by federal payroll-versus-distribution planning, not by any New Hampshire tax break — model both the federal savings and the unchanged BPT and BET exposure before electing.
Filing deadline: IRS Form 2553 must be filed within 75 days of formation, or by March 15 of the tax year for which you want the election effective. Late elections are sometimes accepted with a written explanation of reasonable cause.
When Should You Consult an Attorney for Your New Hampshire Corporation?
LLC Attorney provides on-demand attorney consultations for a flat rate per 30-minute session — no retainer required. Corporation formation benefits from attorney guidance more than most entity types because of share structure, bylaw complexity, and S-Corp election timing. Common scenarios:
- Multiple founders or investors: share structure decisions made at formation (authorized shares, classes, par value) affect every future financing round and exit. A misstructured cap table is expensive to unwind.
- S-Corp election analysis: whether to elect depends on projected net income, payroll requirements, and state-level S-Corp recognition. The payroll requirement catches founders off guard.
- High-liability industry: regulated industries may have specific corporate structure requirements from licensing boards or insurance carriers.
- Raising capital: if you plan to raise institutional capital, your share structure, option pool, and Delaware vs. home-state decision should be reviewed before you file.
- New Hampshire-specific wrinkles: New Hampshire may have corporate law provisions a generic national template does not cover correctly.
What You Actually Get When You Incorporate in New Hampshire with LLC Attorney
A New Hampshire corporation that has only been filed with the state is not a working corporation yet. The Articles of Incorporation create the entity, but they do not give you the bylaws, organizational consents, or stock records that make the board legitimate and keep the liability shield intact. A "$0 filing" that omits those is not free — it is unfinished, and an unfinished corporation is what fails a bank, a buyer, or an investor's diligence.
Included with LLC Attorney corporation formation, starting at $100:
- Same-day or 24-hour New Hampshire filing at no markup on the state fee. Most services charge extra to expedite.
- Attorney-drafted bylaws, initial board consent, and organizational minutes — customized, not auto-generated templates.
- Initial stock issuance and cap-table setup, so your ownership is documented correctly from day one.
- Federal EIN, obtained for you.
- New Hampshire Registered Agent service at $125/year, included to keep you in good standing.
- S-Corp election guidance when pass-through tax treatment is the right call for your situation.
- Access to attorney-trained Business Success Advisors at no charge, plus optional flat-fee attorney consultations (no retainer).
Because New Hampshire's real cost lives in the Business Profits Tax and Business Enterprise Tax rather than a franchise tax, the documents that keep those filings clean — bylaws, a documented cap table, and organizational consents — are exactly what is included here.
Starting Your New Hampshire Corporation with LLC Attorney
New Hampshire's corporate formation requirements are straightforward to file but tax-driven — the Business Profits Tax and Business Enterprise Tax thresholds, the April 1 Annual Report, and how the federal S-corp election interacts with New Hampshire's entity-level taxes. Getting your directors, share structure, bylaws, and initial compliance filings right at formation prevents expensive corrections later.
The service handles New Hampshire corporation formation starting at $49. Same-day filing is available at no markup on state fees. On-demand attorney consultations in 30-minute increments — no retainer — cover bylaws drafting, S-Corp election analysis, New Hampshire BPT and BET planning and reasonable-compensation analysis, and annual tax planning. See our full pricing for all service tiers.
Frequently Asked Questions
Online corporate filings submitted through New Hampshire QuickStart are typically approved within 1 to 2 business days. Mailed paper filings take 2 to 3 weeks and run longer around the late-March annual-report rush. New Hampshire offers a single $25 expedite surcharge rather than tiered same-day or two-hour service; filing online usually clears within a day or two without paying for expedite. LLC Attorney files New Hampshire corporations online to capture the fastest available turnaround.
A C-Corp and an S-Corp are the same New Hampshire corporation — the difference is federal tax treatment only. A C-Corp pays corporate income tax at the entity level (21% federal rate), and shareholders pay personal income tax again on dividends. An S-Corp elects pass-through taxation — income flows to shareholders' personal returns without corporate-level tax. The election is made with the IRS via Form 2553 and has no impact on your New Hampshire formation documents. Remember that an S-corp election does not reduce New Hampshire's Business Profits Tax or Business Enterprise Tax, which apply at the entity level regardless.
Yes. New Hampshire permits one person to incorporate, sit as the sole director, and hold every officer position simultaneously (RSA 293-A:8.40). This is the normal structure for a single-owner corporation. You still have to keep up the formalities — adopt bylaws, record an organizational consent, issue yourself stock, file the April 1 Annual Report, and keep corporate and personal finances separate — to preserve the liability shield.
A New Hampshire corporation pays no flat franchise tax and no general sales tax. Once gross receipts exceed $109,000, it owes the Business Profits Tax at 7.5% on taxable business income, and once the enterprise value tax base or gross receipts exceed $298,000 it also owes the Business Enterprise Tax at 0.55% on compensation, interest, and dividends paid. BET paid offsets BPT. New Hampshire does not recognize the federal S-corporation election, so a corporation owes BPT and BET at the entity level regardless of that election. At the federal level a C-corporation pays the 21% corporate income tax.
Every New Hampshire corporation files an Annual Report with the Secretary of State by April 1 each year, beginning the year after incorporation. The fee is $100, filed online through QuickStart (a small online service fee applies). The report confirms your registered agent, principal office, and officer and director information. Missing April 1 adds a $50 late fee, and a corporation that stays delinquent is administratively dissolved and loses the ability to sue or transact business until it is reinstated.
New Hampshire does not require corporations to file bylaws with the Secretary of State. However, bylaws are a legal requirement for corporate governance — they define how your board operates, how shareholder meetings work, how officers are appointed, and how major decisions are made. A corporation without bylaws is technically non-compliant and lacks the foundational document that governs all major corporate decisions. Every bank, investor, and serious counterparty will request your bylaws.
Because New Hampshire has no franchise tax, the recurring deadline that matters is the April 1 Annual Report. Missing it adds a $50 late fee, and continued failure to file leads the Secretary of State to administratively dissolve the corporation — at which point it cannot bring or defend lawsuits or transact business until reinstated. Separately, unpaid Business Profits Tax or Business Enterprise Tax accrues interest and penalties from the NH Department of Revenue Administration, and those are entity-level liabilities that survive dissolution.
Yes. A New Hampshire corporation can convert to an LLC by filing the statutory conversion paperwork with the Secretary of State, but conversion is generally a taxable event for federal purposes and can trigger gain recognition. Model the federal tax consequences with a CPA first, and weigh whether the entity-level BPT and BET treatment changes for your situation — for some companies dissolving and re-forming is cleaner than converting.
If New Hampshire is unable to deliver legal notices to your Registered Agent, the state can administratively administratively dissolve your corporation. This can happen without direct notice to you. A professional Registered Agent service ensures a qualified person is available during business hours at a physical New Hampshire address to receive any legal documents on your behalf.