---
title: "New Hampshire Holding Company LLC: Structure, Costs & Charging Order Guide 2026 | LLC Attorney"
description: "A New Hampshire holding company LLC separates assets across subsidiaries: $100 to form and a strong multi-member charging order remedy under RSA 304-C:126."
canonical: https://llcattorney.com/states/nh/holding-company-new-hampshire
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source_path: /states/nh/holding-company-new-hampshire
---

Key Takeaways

-   A holding company LLC owns and controls other LLCs (subsidiaries) — each subsidiary's liabilities stay isolated from the parent and other subsidiaries
-   New Hampshire's RSA 304-C:126 provides exclusive remedy for multi-member LLCs, with a statutory single-member exception — for a multi-member LLC, a charging order is the sole and exclusive creditor remedy and execution against the membership interest is unavailable; for a single-member LLC, a court may allow further remedies if the charging order will not satisfy the judgment within a reasonable time
-   $100 to form the parent LLC; $100 Annual Report per LLC, due April 1 — no flat franchise tax
-   Each subsidiary LLC requires its own formation filing ($100 each) and separate annual obligations ($100 Annual Report each)
-   No New Hampshire personal income tax and no sales tax, so distributions reaching individual members are not taxed at the state personal level
-   Each entity must maintain separate records, separate bank accounts, and separate operating agreements to preserve liability separation
-   Same-day filing available through LLC Attorney at no markup on state fees

A holding company LLC in New Hampshire lets you own multiple businesses, properties, or assets through a single parent entity while keeping each asset or operating company walled off in its own subsidiary LLC. New Hampshire is a genuine option for this because it levies no personal income tax and no general sales tax, and its charging order statute (RSA 304-C:126) gives multi-member LLCs an exclusive remedy that blocks a creditor from executing against the membership interest. The trade-offs are real and worth understanding up front: single-member LLCs get weaker charging order protection, and the Business Profits Tax and Business Enterprise Tax reach operating income at the entity level. This guide covers when a New Hampshire holding company makes sense, how the parent-subsidiary structure works here, and how to form it correctly — with online filing through LLC Attorney starting at $49 per entity.

$100Per-entity Certificate of Formation fee

$300/yrParent + 2 subsidiaries (Annual Reports)

§ 304-C:126Exclusive-remedy charging order (multi-member)

$49LLC Attorney formation starting price (per entity)

## What Is a Holding Company LLC?

A holding company LLC is a parent entity that owns membership interests in one or more subsidiary LLCs. The holding company itself typically conducts no day-to-day business operations — it exists to own, control, and protect assets held in the subsidiaries below it.

The structure creates legal separation between each bucket of assets or business activity. If a lawsuit targets one subsidiary, the liability stays contained within that entity. The parent holding company and other subsidiaries are not exposed to the judgment.

Common uses:

-   A real estate investor who owns multiple rental properties, each in a separate subsidiary LLC, with a holding company owning all the subsidiary LLCs
-   An entrepreneur with multiple business lines, each operating as its own LLC, with a holding company managing ownership and distributions across all of them
-   A family protecting generational assets across different categories (real estate, operating businesses, intellectual property) in isolated subsidiaries under one parent structure
-   A business owner with passive investors, where the holding company controls the operating LLCs and the investors hold membership interests in the holding company only

## Why New Hampshire for a Holding Company?

New Hampshire is an unusual fit for a holding structure: it is one of the few states with neither a personal income tax nor a general sales tax, and its charging order statute gives multi-member LLCs a true exclusive remedy that blocks creditor execution against the interest. The reason it does not displace Wyoming as the default holding state is twofold — the protection drops a tier for single-member LLCs under RSA 304-C:126, and the Business Profits Tax and Business Enterprise Tax reach operating income at the entity level rather than letting everything pass through untaxed. For an owner who will hold New Hampshire real estate or operate subsidiaries here anyway, a New Hampshire holding parent built as a multi-member LLC is a coherent, low-personal-tax structure; for a purely passive shell with assets elsewhere, Wyoming usually remains the cleaner layer.

The two factors that matter most for holding company state selection are charging order protection and annual cost structure.

**Charging order protection in New Hampshire:** New Hampshire's charging order rule lives in RSA 304-C:126, and it is genuinely strong for multi-member LLCs but explicitly weaker for single-member ones — a distinction that matters enormously when you are designing the parent of a holding structure. For a multi-member LLC, the statute makes the charging order the sole and exclusive remedy and states that execution upon the member's rights is unavailable to a judgment creditor; the creditor gets a lien on distributions only, cannot force a sale, and cannot become a member. For a single-member LLC, the statute carves out an exception: if a creditor shows that distributions under a charging order will not satisfy the judgment within a reasonable time, the charging order is no longer the exclusive remedy, and the court may permit foreclosure or other relief against the interest. New Hampshire is therefore not a Wyoming-equivalent fortress for a one-owner entity. If your holding parent will be the protective layer, the realistic move is to make it genuinely multi-member rather than a single-member LLC that the statute leaves exposed.

**New Hampshire tax structure for multi-entity holdings:** New Hampshire does not tax wages, earned income, or (since January 1, 2025) interest and dividends at the personal level, and it levies no general sales tax. What it does instead is tax business activity directly: the Business Profits Tax reaches 7.5% of an entity's net business income above the gross-receipts threshold, and the Business Enterprise Tax takes 0.55% of enterprise value, with BET creditable against BPT. For a holding structure this matters because the taxes apply per entity, not per group — a parent that merely owns the subsidiaries and collects distributions typically has a thin BPT base, while each operating subsidiary is taxed on the profits it actually earns. There is no consolidated election that erases this, so the right way to think about New Hampshire is no personal-level tax on the owners, but a real entity-level tax wherever the operating income is generated.

## The New Hampshire Holding Company LLC Structure — How It Works

The standard structure has two tiers:

Tier 1 — The New Hampshire Parent LLC (Holding Company)

-   Formed in New Hampshire
-   Conducts no direct business operations
-   Its only assets are membership interests in the subsidiary LLCs
-   All profits from subsidiaries flow to the parent through member distributions
-   The parent's operating agreement designates who controls it and how distributions work across the portfolio

Tier 2 — Subsidiary LLCs

-   Each subsidiary is a separate LLC — formed in New Hampshire or in the state where it operates
-   The parent LLC is listed as the sole member (or majority member) of each subsidiary
-   Each subsidiary operates independently, opens its own bank account, signs its own contracts, and files its own tax returns
-   A lawsuit against Subsidiary A cannot reach Subsidiary B or the parent, provided the entities maintain proper separation

Entity separation is the structure's entire value. If you commingle funds between the parent and subsidiaries, sign contracts in the wrong entity's name, or fail to maintain separate records for each LLC, a court can pierce the liability shield between them. New Hampshire's courts will pierce the liability shield only where an owner used the entity to promote an injustice or fraud — for example by suppressing the fact of incorporation, misleading creditors about the entity's assets, or treating the LLC as a mere alter ego rather than a separate business (Norwood Group, Inc. v. Phillips, 2003).

## New Hampshire Holding Company — Costs and Annual Obligations

Total minimum annual cost for a parent plus 2 subsidiaries in New Hampshire: $300 per year in mandatory state filing fees (three $100 Annual Reports for the parent plus two subsidiaries), before any BPT or BET an operating subsidiary owes on its own income and before registered agent fees

Each LLC in a New Hampshire holding structure costs $100 to form and $100 a year to keep in good standing through the April 1 Annual Report, so a parent plus two subsidiaries runs $300 to set up and $300 per year in mandatory state filings before registered agent service. There is no flat franchise tax layered on top. What you must price separately is the Business Profits Tax (7.5% of net business income) and Business Enterprise Tax (0.55% of enterprise value): a passive holding parent usually owes little or nothing, but any subsidiary that operates is taxed on its own profits, with BET creditable against that entity's BPT. The state-fee carrying cost stays predictable as you add subsidiaries; the variable cost is the operating tax that each working entity generates.

## How to Form a New Hampshire Holding Company LLC

### If You Do It Yourself

**Step 1 — Map your structure before filing anything.**

Before opening any formation form, draw out your structure on paper. List every asset or business you want to hold in the structure. Decide which assets or businesses belong in separate subsidiaries and which, if any, can share a subsidiary. Decide whether the holding company will be member-managed or manager-managed. The structure you commit to at formation defines the liability boundaries going forward — once formed, moving assets between entities requires documented transfers and may trigger tax events.

**Step 2 — Form the parent holding company LLC.**

File the Certificate of Formation with the New Hampshire Secretary of State. This is the same formation process as a standard New Hampshire LLC. The Certificate of Formation does not need to say "holding company" — that designation comes from how you use the entity, not from the filing. Pay the $100 filing fee online at sos.nh.gov. Standard processing is 1–2 business days for online filings. Designate a registered agent at this step — a physical New Hampshire address is required.

**Step 3 — Draft the parent LLC operating agreement with subsidiary ownership provisions.**

This is the most important document in your holding structure. The parent LLC's operating agreement must name you (or your partners) as members of the parent, define ownership percentages and voting rights, authorize the parent to hold and manage membership interests in subsidiary LLCs, define how distributions flow up from subsidiaries to the parent and out to members, and address member exit (buyout provisions). A template operating agreement almost certainly does not include the subsidiary ownership authorization language, which can surface as a problem during banking, refinancing, or litigation.

**Step 4 — Form each subsidiary LLC.**

File a separate Certificate of Formation for each subsidiary. In the "members" section of each subsidiary's filing, list the parent holding company LLC as the sole member — the parent LLC's name, not your personal name, appears as the member. Each subsidiary formation costs $100. If a subsidiary will operate in a different state than New Hampshire, you may need to register it as a foreign LLC in the operating state, which has its own fees and registered agent requirement.

**Step 5 — Draft a separate operating agreement for each subsidiary.**

Every subsidiary needs its own operating agreement identifying the parent LLC as the sole member. This document defines the subsidiary's purpose, operating authority, and how it relates to the parent. Without it, a court may question the legitimacy of the subsidiary structure.

**Step 6 — Open separate bank accounts for each entity.**

The parent LLC needs its own bank account; each subsidiary needs its own separate account. Banks require the approved Certificate of Formation, the EIN, and the operating agreement for each entity. Never transfer money between entity accounts without a documented intercompany loan agreement or a formal distribution record — undocumented transfers look like commingling and can be used to pierce the liability shield between entities.

**Step 7 — Obtain a separate EIN for each entity.**

The parent LLC needs an EIN, and each subsidiary LLC needs its own EIN. Apply at irs.gov/ein. Free. Each application takes about 15 minutes. Do not skip this for any entity — using the parent's EIN for a subsidiary's bank account destroys the entity separation the structure is designed to create.

**Step 8 — Transfer or assign existing assets to the appropriate subsidiary.**

If you are restructuring existing assets or businesses into a holding structure, you must document the transfers. Real property requires a deed transfer (which may trigger transfer taxes and should be reviewed by an attorney before filing). Existing contracts and licenses may need to be assigned or reissued in the subsidiary's name. New Hampshire's rules on asset transfers between related entities: New Hampshire imposes no tax on transfers of personal property or business equity between related entities, but conveyances of New Hampshire real estate trigger the state Real Estate Transfer Tax (RSA 78-B) on both the grantor and grantee, even between affiliated entities. Do not assume you can move assets freely — some transfers have tax consequences, and some require creditor notification if the transferring entity has liabilities.

**Step 9 — Set up annual compliance for every entity.**

Every entity in your structure carries its own separate New Hampshire obligations:

New Hampshire requirements per entity:

-   Annual Report: $100 per LLC, due April 1 — a $50 late fee attaches immediately, and continued non-filing leads to administrative dissolution
-   New Hampshire requires a separate $100 Annual Report for every LLC in the structure, all due on the same fixed April 1 deadline rather than on each entity's anniversary. There is no separate franchise tax bundled into it; the BPT and BET are filed independently with the Department of Revenue Administration by any entity that crosses the thresholds.

For a parent plus two subsidiaries, that is $300 per year in mandatory state filing fees (three $100 Annual Reports for the parent plus two subsidiaries), before any BPT or BET an operating subsidiary owes on its own income and before registered agent fees in New Hampshire obligations — before registered agent fees. Set calendar reminders for every entity separately. A missed filing on a subsidiary can result in administrative dissolution of that entity, which disrupts operations and creates a gap in the liability protection chain. If any subsidiary operates in other states, those states have their own annual obligations on top of New Hampshire's.

**Step 10 — Maintain rigorous records for each entity going forward.**

Practical requirements: each entity holds its own annual member meeting (or signs a written consent in lieu of meeting), maintains its own books and financial records, issues its own invoices and receives its own payments, and has its own business address (which can be the same registered agent address for all entities in a holding structure). These formalities are what keep the liability shield between entities intact.

If you would rather not build and manage this structure yourself, the service handles parent and subsidiary LLC formation in New Hampshire starting at $49 per entity. All entities can be managed through one account, with a single annual compliance dashboard.

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 holding structure plan at llcattorney.com — number of entities, asset types, management structure, and registered agent preference. LLC Attorney reviews your structure and flags any formation-sequence issues before filing begins.
2.  LLC Attorney forms the parent LLC, drafts the parent operating agreement with subsidiary ownership provisions, forms each subsidiary LLC, drafts each subsidiary operating agreement naming the parent as member, obtains EINs for all entities, and handles same-day filing if needed.
3.  Receive all formation documents, operating agreements, and EIN confirmations through your LLC Attorney client portal. Annual compliance reminders for every entity in your structure are included so you never miss a deadline.

## Using a New Hampshire Holding Company for Real Estate

The most common use case for a New Hampshire holding company is a real estate portfolio structure. A single investor owns multiple rental properties, each isolated in its own subsidiary LLC, with the holding company owning all the subsidiaries.

**Why isolate each property in its own subsidiary:** a slip-and-fall lawsuit on Property A targets Subsidiary A LLC. The plaintiff can only pursue the assets inside Subsidiary A — typically just that property and its cash reserves. The holding company, Subsidiary B, and Subsidiary C are not exposed. Without the isolation structure, a judgment against "you as property owner" could reach all properties you personally own.

**What New Hampshire's charging order protection adds:** if a personal creditor sues you for a debt unrelated to the properties, that creditor cannot seize your subsidiary LLCs. Under New Hampshire's charging order statute (N.H. Rev. Stat. Ann. § 304-C:126), the creditor's remedy is limited to a charging order against your interest in the holding company. They cannot force a sale of the LLCs or the properties inside them.

**Deed transfer costs:** moving existing properties into subsidiary LLCs requires a deed transfer. Deeding New Hampshire real property into a subsidiary is a taxable conveyance under the Real Estate Transfer Tax (RSA 78-B), assessed on the consideration or fair market value and split between grantor and grantee, plus county registry recording fees; there is no blanket exemption for transfers between commonly owned entities, so confirm the rate and any applicable exemption before recording. Transfer taxes, title insurance considerations, and mortgage due-on-sale clauses require attorney review before any deed transfer.

**Mortgage and financing note:** many lenders will not finance a property held in an LLC, or will require personal guarantees even when the property is in an LLC. Structure your holding company formation before financing if possible — financing after the fact sometimes requires lender consent to transfer to an LLC.

## Using a New Hampshire Holding Company for Intellectual Property

An IP holding structure separates intellectual property ownership from the operating business that uses it. The holding company owns the trademarks, patents, or copyrights. The operating subsidiary licenses those assets from the holding company.

Why this matters:

-   If the operating business is sued or fails, the IP stays protected in the holding company
-   The licensing fee paid from the operating subsidiary to the holding company is a tax-deductible expense for the subsidiary and income to the holding company
-   IP assets can be sold, licensed to third parties, or transferred to new operating businesses without disturbing the operating entity

**What needs to be documented:** a written IP licensing agreement between the parent and operating LLC specifying what IP is covered, the royalty rate or fixed fee, the territory, and the duration. Without this agreement, the IRS may treat royalty payments as undocumented transfers and disallow the deduction, and a court may disregard the separation. Transferring existing trademarks and patents requires a recorded assignment with the USPTO for federally registered IP — a legal process that benefits from attorney review.

## When Should You Consult an Attorney for Your New Hampshire Holding Company?

On-demand attorney consultations for a flat rate per 30-minute session — no retainer required. Holding company formation benefits from attorney guidance more than most entity types because of the multi-entity structure and asset transfer complexity. Common scenarios:

-   **Structure design:** how many subsidiaries, whether assets should be isolated individually or grouped, and whether a Series LLC would be more cost-effective than separate subsidiaries.
-   **Real estate deed transfers:** moving existing property into a subsidiary LLC can trigger transfer taxes, due-on-sale mortgage clauses, and title insurance issues. Get attorney review before the deed is filed.
-   **IP assignment:** transferring existing trademarks or patents requires recorded assignments with the USPTO. Doing this incorrectly can cloud the IP ownership chain.
-   **Asset transfer tax implications:** some transfers between related entities have tax consequences. An attorney can map the tax-efficient transfer sequence before you file.
-   **Multi-state operations:** if subsidiaries will operate in multiple states, foreign registration requirements and disclosure rules vary significantly.
-   **New Hampshire-specific nuances:** New Hampshire's charging order protection is strong for multi-member LLCs but expressly weaker for single-member ones under RSA 304-C:126, so an attorney can confirm whether your parent should add a second member or use a manager-managed design before you rely on it as the protective layer.

## When a New Hampshire Holding Company Structure Needs an Attorney to Design

The filings are the cheap part of a holding company. The design — what sits where, and how assets move in — is where the money is made or lost, and most of it is hard to reverse once done:

-   **Transferring mortgaged real estate into a subsidiary.** Moving a financed property can trigger the lender's due-on-sale clause. This needs to be handled deliberately, not as an afterthought to the filing.
-   **Moving appreciated assets.** Transferring property or equity that has gained value can have tax-basis and capital-gains consequences. The order and method of the transfer matter.
-   **How many subsidiaries, and what each one isolates.** A flat structure with everything in one entity protects almost nothing. Deciding what to separate — by property, by line of business, by risk — is the core design question.
-   **Intercompany loans, leases, and parent-vs-subsidiary state choice.** Multi-state operations and intercompany agreements have to be documented correctly, or the structure reads as one commingled business.

In New Hampshire specifically, the structuring decision that controls everything else is whether the holding parent is single-member or multi-member: RSA 304-C:126 reserves the exclusive-remedy charging order protection for multi-member LLCs and lets courts grant foreclosure against a single-member interest, so an attorney can advise on the right ownership configuration before the protection is tested.

LLC Attorney's flat-fee attorney consultations (no retainer) are built for exactly this: designing the structure and sequencing the asset transfers before you move anything, when the decisions are still reversible.

## Starting Your New Hampshire Holding Company with LLC Attorney

New Hampshire's holding company structure depends on whether the parent is built as a multi-member LLC to keep the charging order exclusive — because RSA 304-C:126 protects multi-member LLCs far more reliably than single-member ones, and the parent operating agreement's subsidiary-ownership language has to be drafted with that distinction in mind. Getting the parent operating agreement, subsidiary operating agreements, entity sequence, and asset transfer documentation right at formation is the foundation. Errors in the formation documents are expensive to unwind.

The service handles New Hampshire holding company LLC formation starting at $49 per entity. All entities can be managed through one account. On-demand attorney consultations in 30-minute increments cover holding structure design, subsidiary operating agreement drafting, real estate transfer mechanics, and IP assignment. No retainer. 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.[Start My Business](https://app.llcattorney.com/formation?intake_type=formation)

## Frequently Asked Questions

How many subsidiary LLCs can my New Hampshire holding company own?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

New Hampshire imposes no limit on the number of subsidiary LLCs a parent holding company can own. A New Hampshire holding company can own two subsidiary LLCs or twenty — the structure scales without any additional formation restrictions beyond the standard $100 formation fee and $100 Annual Report per LLC due April 1, plus entity-level BPT and BET on any subsidiary that crosses the thresholds per entity.

Do I need a separate bank account for each LLC in my holding structure?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Yes. This is not optional. Each entity in your holding structure must maintain its own bank account and its own financial records. Using a single bank account for the parent and subsidiaries is commingling, and commingling is the most common reason courts pierce the liability shield between related entities. Every bank, contract, and invoice involving a subsidiary must be processed through that subsidiary's dedicated account.

Does my holding company protect me if a subsidiary is sued?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Yes, provided the entities are kept genuinely separate. Your New Hampshire holding company and each subsidiary are distinct legal persons, so a claim against Subsidiary A does not automatically reach the parent or Subsidiary B. New Hampshire courts will disregard that separation only when an owner has used the entity to promote injustice or fraud — for instance commingling funds, failing to keep separate books and bank accounts for each entity, leaving an entity undercapitalized for its purpose, or misleading creditors about which entity holds what. The New Hampshire standard from Norwood Group, Inc. v. Phillips looks at whether the owner treated the LLC as a mere alter ego and used that control to work an injustice. Maintaining real operational and financial separation between every entity is what keeps the shield intact.

What is the difference between a holding company and a parent company?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Functionally, the terms are used interchangeably. A holding company is a parent company — an entity that owns controlling interests in one or more subsidiaries. The term “holding company” typically implies that the parent conducts no operations of its own; a “parent company” sometimes operates directly in addition to owning subsidiaries. For LLC structures, the distinction rarely matters legally.

Can I add a subsidiary to my holding structure after it is formed?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Yes. You can form new subsidiaries and add them to your holding structure at any time by filing a new Certificate of Formation, naming the parent LLC as the sole member, and amending the parent's operating agreement to include the new subsidiary. There is no limit on the number of subsidiaries, and adding subsidiaries does not require modifying any existing subsidiary's documents.

What taxes does a New Hampshire holding company pay?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

A New Hampshire holding company files a $100 Annual Report per LLC by April 1 and pays no flat franchise tax. New Hampshire imposes no personal income tax and no sales tax, so distributions flowing through to individual members are not taxed at the state personal level. The catch is the entity-level Business Profits Tax (7.5%) and Business Enterprise Tax (0.55%): these apply per entity to any LLC that crosses the thresholds. A holding parent that only owns equity and receives distributions usually generates little BPT base, but each operating subsidiary is taxed on its own income. For a parent plus two subsidiaries, the mandatory state filing cost is $300 per year in Annual Reports, before any BPT or BET on operating income.

Does my New Hampshire holding company protect me from my personal creditors?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

New Hampshire's charging order statute (RSA 304-C:126) protects a multi-member LLC well: the charging order is the sole and exclusive remedy, execution against the membership interest is unavailable, and a creditor can reach only distributions the LLC actually makes. It is weaker for single-member LLCs. The statute lets a court grant additional remedies, including foreclosure, if a creditor demonstrates that charging-order distributions will not satisfy the judgment within a reasonable time. This is a meaningful gap compared with Wyoming, where the exclusive-remedy protection is broader. In practice it means a New Hampshire holding parent that is meant to shield assets should usually be structured as a multi-member LLC, not a single-member one.

Can a holding company own property in another state?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

The holding company itself does not hold property — it holds membership interests in subsidiary LLCs. Each subsidiary LLC that holds property in another state will typically need to be registered as a foreign LLC in that state. Foreign registration fees and registered agent requirements vary by state. The service can handle foreign qualification for subsidiaries in any state from a single account.

## Learn More About New Hampshire

-   [New Hampshire LLC Formation](/states/nh/llc-formation-new-hampshire)
-   [New Hampshire Registered Agent](/states/nh/registered-agent-new-hampshire)
-   [New Hampshire Anonymous LLC](/states/nh/anonymous-llc-new-hampshire)
-   [New Hampshire EIN Number](/states/nh/ein-number-new-hampshire)