How to dissolve a New Hampshire LLC
Data last updated: Apr 21, 2026The quick read on dissolving a New Hampshire LLC
$35 is roughly in line with the $46 national average. New Hampshire accepts the dissolution filing online or mail, with online approvals in about 10 business days. There is no formal tax clearance requirement, so the filing itself is the bottleneck rather than tax review.
Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for New Hampshire filers is the order of operations: vote, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.
Dissolution steps in New Hampshire
The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.
- Member vote to dissolve
New Hampshire's LLC statute calls for a per operating agreement member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.
- File the Certificate of Cancellation (Form LLC-7) with New Hampshire Secretary of State, Corporation Division
Filing fee is $35. Online filing is available through the state portal. Mail filings are accepted. Paid expedite available for $25.
- Close federal tax obligations with the IRS
File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.
- Cancel other registrations
Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.
How this plays out in New Hampshire
Start with the member vote. Under RSA 304-C:123, the events of dissolution are set by the operating agreement first; absent contrary provision, unanimous written consent of all members is required. Document the written consent before filing.
File Form LLC-7 Certificate of Cancellation through the NH QuickStart portal at $37 total ($35 base plus $2 electronic processing surcharge), with 10 to 15 business days of processing. Mail to Corporation Division, 107 North Main Street, Room 204, Concord, NH 03301-4989 for $35 with about 21 days of review. Walk-in expedited service is available at the Customer Lobby in Concord for an additional $25, providing next business day processing.
Close New Hampshire taxes with the DRA. No clearance certificate is required, but the LLC must file final Business Profits Tax (BPT) and Business Enterprise Tax (BET) returns for the year of dissolution. BPT applies to gross income over $109,000; BET applies to gross receipts over $298,000 or enterprise value tax base over $298,000. Both are entity-level taxes regardless of federal classification, so pass-through LLCs owe them directly. Close the federal side: final IRS return marked final, Form 966 within 30 days of the dissolution resolution if the LLC was a C-corp, and a written EIN closure letter.
What a clean New Hampshire dissolution actually costs
The Secretary of State fee is rarely the biggest line item. For most New Hampshire LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.
| Cost component | Amount | Notes |
|---|---|---|
| Base Secretary of State filing | $35 | Filed with New Hampshire Secretary of State, Corporation Division |
| Paid expedite (optional) | +$25 | 24-hour turnaround |
| Final federal return (DIY) | Free | Or $200 to $800 if a CPA prepares it |
| Foreign-LLC withdrawals (if any) | $10 to $125 per state | Each state where you qualified as foreign LLC |
How New Hampshire compares to other states
$35 is roughly in line with the $46 national average. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, New Hampshire sits at #31 from cheapest to most expensive.
Filing path matters as much as the fee. New Hampshire's online or mail dissolution process gives you flexibility: online for speed, mail as a backup when you need an original signature for another purpose. New Hampshire does not impose a formal tax clearance check, which shortens the overall timeline compared to states that do.
Requirements at a glance
Common pitfalls
The first New Hampshire-specific trap is forgetting about BPT and BET. Most states tax LLCs only at the member level on pass-through income, but New Hampshire taxes the entity directly through BPT (7.5% on net business income) and BET (0.55% on wages, interest, and dividends paid), and both apply to LLCs above the filing thresholds regardless of whether the LLC is a partnership, disregarded entity, or C-corp. Members who close the LLC and skip the final BPT or BET return get a DRA notice months later, often with penalties. File the final returns even if the LLC is below the thresholds and owes zero; filing establishes the final-return record.
The second pitfall is carrying an unfiled $100 annual report into the cancellation year. The annual report is due April 1 each year at $100 by mail or $102 online. A $50 late fee kicks in after April 1. Filing the Certificate of Cancellation while the annual report is outstanding can lead to rejection or delays, so either file the cancellation before April 1 or catch up the annual report first.
What happens after the state accepts your filing
Once the Corporation Division accepts Form LLC-7, the LLC is cancelled under RSA 304-C and no further annual report obligations accrue. New Hampshire does not publish a specific holding period before the name becomes available, so another filer can register a new entity under the same name after cancellation posts. Keep the LLC's books, bank records, and tax filings (including BPT and BET returns) for at least seven years to cover New Hampshire's 3-year general DRA assessment statute plus the federal 6-year extended statute. If the LLC had New Hampshire employees, close the Department of Employment Security unemployment account separately.
Documents and filings checklist
- Written consent or meeting minutes
Record the member vote to dissolve. Keep with corporate records.
- Certificate of Cancellation (Form LLC-7)
Filed with $35 fee at New Hampshire Secretary of State, Corporation Division. Form PDF.
- Final federal return
Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.
- IRS Form 966
Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.
- IRS EIN closure letter
Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.
- State tax permit cancellations
Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.
- Foreign-LLC withdrawals
Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.
Filing agency
New Hampshire Secretary of State, Corporation Division
- Website
- www.sos.nh.gov/corporations-0
- Phone
- (603) 271-3246
- corporate@sos.nh.gov
- Corporation Division, 107 North Main Street, Room 204, Concord, NH 03301-4989
- Office
- State House, 107 North Main Street, Room 204, Concord, NH 03301
- Hours
- 8:00 AM to 4:30 PM Eastern, Monday to Friday
Frequently Asked Questions
-
How much does it cost to dissolve a New Hampshire LLC?
Form LLC-7 Certificate of Cancellation is $35 by mail to Concord or $37 online through NH QuickStart (includes a $2 electronic processing surcharge). Walk-in expedited service at the Customer Lobby costs an additional $25 for next-business-day processing. A typical clean closure runs $35 to $62 in SoS fees. No tax clearance cost applies.
-
How long does New Hampshire LLC dissolution take?
Online filings through NH QuickStart publish a current processing time of 10 to 15 business days at $37 total. Mail filings at $35 run about 21 business days. Walk-in expedite at the Customer Lobby in Concord provides next-business-day processing for an additional $25 on top of the $35 base. No same-day or 1-hour tiers are available.
-
Do I need a tax clearance certificate in New Hampshire?
No. The Department of Revenue Administration does not require a clearance certificate before the Secretary of State will accept Form LLC-7. The LLC does have to file final Business Profits Tax (7.5%) and Business Enterprise Tax (0.55%) returns for the year of dissolution if the LLC exceeded the filing thresholds ($109,000 gross income for BPT, $298,000 gross receipts or enterprise value base for BET).
-
What vote is needed to dissolve a New Hampshire LLC?
The operating agreement controls under RSA 304-C:123. Absent contrary provisions, the default under Chapter 304-C is unanimous written consent of all members. Follow whatever threshold the agreement specifies and document the vote in a written consent before filing. See New Hampshire LLC formation for background on RSA 304-C.
-
Do I still owe BPT or BET after dissolution?
For the year of dissolution, yes. New Hampshire taxes LLCs at the entity level through BPT (7.5% on net business income above $109,000 gross) and BET (0.55% on wages, interest, and dividends paid above $298,000 enterprise value base). Both final returns must be filed for the year of dissolution even if the LLC owes zero. The filing is what establishes the final-return record with DRA.
-
What happens if I just stop filing the annual report?
Miss April 1 and the LLC triggers a $50 late fee on top of the $100 annual report. Prolonged non-filing leads to administrative dissolution, which is worse than voluntary cancellation because the entity stays on record as dissolved for non-compliance, reinstatement requires catching up every missed year plus penalties, and the status complicates bank relationships and good-standing certificates. File Form LLC-7 while the LLC is still in good standing.
-
Do I still need to notify the IRS?
Yes. File a final federal return for the LLC (Form 1065 for multi-member, Schedule C on Form 1040 for single-member, Form 1120 or 1120-S if the LLC elected corporate treatment), check the final return box, and distribute any remaining balances. File IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp treatment, and close the EIN by letter. The IRS close-a-business page has the federal checklist.
-
How long does LLC dissolution take in New Hampshire?
Online filings are processed in about 10 business days through the state portal. Mail filings take about 21 business days once received. Paid expedite for $25 cuts processing to 24 hours.
-
Can I file the Certificate of Cancellation (Form LLC-7) online?
Yes. New Hampshire accepts LLC dissolution filings online through the state portal. Mail is also accepted as an alternative.
-
What vote is required to dissolve a New Hampshire LLC?
New Hampshire's LLC statute specifies a per operating agreement member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.
-
Does dissolution close my federal tax obligations?
No. The New Hampshire Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.
-
Will my LLC name become available for someone else to use after dissolution?
In most cases yes. New Hampshire typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.
Related
Sources
- Filing fee: sos.nh.gov/media/z5npau1n/form_llc-7_-09-2015.pdf · verified April 21, 2026
New Hampshire Form LLC-7 Certificate of Cancellation lists $35 filing fee payable to State of New Hampshire. Online filing via NH QuickStart adds a $2 electronic processing surcharge. - Expedited: sos.nh.gov/corporation-ucc-securities/corporation/forms-and-fees · verified April 21, 2026
New Hampshire Secretary of State Corporation Division: expedited service available in-person in the Customer Lobby for additional $25 fee, providing next business day processing. Not offered for routine online or mail filings. - File online: quickstart.sos.nh.gov/online/Account/LandingPage · verified April 21, 2026
NH QuickStart online business filing portal supports Certificate of Cancellation for LLCs. Current published online processing time is 10 to 15 business days. - Tax clearance required: www.revenue.nh.gov/forms/all-forms · verified April 21, 2026
New Hampshire Department of Revenue Administration does not require a tax clearance certificate before the Secretary of State will accept a Certificate of Cancellation. The LLC must file final Business Profits Tax (BPT) and Business Enterprise Tax (BET) returns for the year of dissolution, but no clearance certificate is attached to Form LLC-7. - Member vote standard: law.justia.com/codes/new-hampshire/title-xxviii/chapter-304-c/section-… · verified April 21, 2026
RSA 304-C:123 (Events of dissolution). Defers to the operating agreement; absent contrary provision, dissolution occurs by unanimous written consent of the members under the New Hampshire LLC Act (Chapter 304-C). - Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
IRS closing-a-business checklist: final federal returns, employment tax deposits, and EIN account closure.