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New Hampshire LLC Annual Report: $100 Due January 1 to April 1, $50 Late Fee, Dissolution After Two Years

Every New Hampshire LLC files an annual report with the Secretary of State between January 1 and April 1, for $100, with information current as of January 1. Miss April 1 and an additional $50 late fee applies and the registration drops to Not in Good Standing. Administrative dissolution takes two consecutive years of default, and the way back is priced in two tiers, $135 within three years and $500 after three years.

By the LLCForming research teamFees checked Nov 8, 2026

The annual report, in one table

Item	New Hampshire rule
Who files	Each domestic LLC and each registered foreign LLC, except LLCs making returns to the insurance commissioner, under RSA 304-C:194, I.
When	Between January 1 and April 1. Under RSA 304-C:194, III, the first report is delivered between January 1 and April 1 of the year following the calendar year of formation or registration, except that a company formed or registered between December 1 of the preceding year and April 1 of the current year is not required to file during that year; subsequent reports are due in the same window of following years. Information must be current as of January 1 of the year the report is due, under RSA 304-C:194, II.
Fee	$100 under RSA 304-C:191, II(f), or $102 filed electronically with the $2 handling charge under RSA 5:10-a. For failure or refusal to file the report or pay the fee on or before April 1 of any year, an additional late filing fee of $50 applies under the same paragraph.
What it contains	Under RSA 304-C:194, I: the company name and the state or country of formation; the registered office address and the registered agent's name at that office; the principal office address; the names and business addresses of its managers or, if there are none, at least one member; and a brief description of the nature of its business. The Secretary of State FAQ confirms the report must be completed in full each year with information as of January 1; "no change" or a reference to the prior year is not accepted.
Standing consequence	Per the Secretary of State, a domestic registration that requires an annual report is placed in Not in Good Standing status if the report is not filed and paid by April 1, and after failing to file for two consecutive years the business is administratively dissolved.

Administrative dissolution: two consecutive years, and the other grounds

RSA 304-C:136 lists the grounds on which the Secretary of State may administratively dissolve a company: for 2 consecutive years it does not pay within 60 days after they are due any annual report fees or penalties imposed by the Act or other law; for 2 consecutive years it does not deliver its annual report within 60 days after it is due; it is without a registered agent or registered office in this state for 60 days or more; it does not notify the Secretary of State within 60 days that its registered agent or office has changed, its agent has resigned, or its office has been discontinued; or its period of duration stated in its certificate of formation expires. The two year element matters: one missed April 1 deadline costs the $50 late fee and Not in Good Standing status, not dissolution. Under RSA 304-C:137, the Secretary of State signs a notice of dissolution and mails it, with an application for reinstatement, to the company at its principal address; dissolution does not terminate the registered agent's authority; and for 120 days after mailing, no other person or entity may assume the dissolved company's name or a similar name, or a trade name it registered under RSA 349, without its written consent.

Reinstatement: $135 within three years, $500 after three years

Within the standard window, RSA 304-C:138, I allows a company administratively dissolved under RSA 304-C:137 to apply for reinstatement within 3 years after the effective date of dissolution, for a fee of $135 under RSA 304-C:191, II(f). The application must recite the name and the dissolution date, state that the grounds for dissolution did not exist or have been eliminated, state that the name satisfies RSA 304-C:32, and, under RSA 304-C:138, I(d), contain a certificate from the New Hampshire Department of Revenue Administration in accordance with RSA 77-A:18, III if the application is received by the Secretary of State more than 120 days after the notice of administrative dissolution is mailed. That 120 day line is the point most reinstatement guides miss: a fast application may not need the Department certificate, and a later one does. Reinstatement relates back under RSA 304-C:138, III, as if the dissolution had never occurred. After the window, RSA 304-C:145, I allows an application for late reinstatement if more than 3 years have expired since dissolution, for a fee of $500 under RSA 304-C:191, II(f), and RSA 304-C:145, II requires notice of the application to be published one time in a newspaper of general circulation in the county of the principal or registered office, or on the Secretary of State's website. The two tiers are different routes in the statute, not a fee plus a penalty.

The other standing duty: the registered office and agent

Under RSA 304-C:36, I, the company must continuously maintain a registered office and a registered agent in New Hampshire meeting the categories that section lists. A statement of change under RSA 304-C:36, II, on Form 10, costs $15 under RSA 304-C:191, II(b), and Form 10 states the fee is waived if the change is submitted on the annual report during the January 1 through April 1 filing period, so the annual report doubles as the free agent update. An agent's resignation takes effect 31 days after filing or on appointment of a successor, whichever occurs first, and being without an agent or office for 60 days or more, or failing to notify the Secretary of State within 60 days of an agent or office change, resignation, or discontinuance, are themselves dissolution grounds under RSA 304-C:136, III and IV.

Foreign LLCs in New Hampshire: $100 registration, an affirmation, and a $35 withdrawal with a Department statement

Before doing business in New Hampshire, a foreign LLC shall register with the Secretary of State under RSA 304-C:175, for $100 under RSA 304-C:191, II(h), on Form FLLC-1. The application sets forth the company name and, if different, the name under which it proposes to register and do business here; the jurisdiction and date of its formation; the nature of the business or purposes to be conducted or promoted in New Hampshire; the registered office address and registered agent required under RSA 304-C:177, IV; an affirmation that the entity is in good standing with the agency where its certificate of formation is filed in its home jurisdiction, under RSA 304-C:175, V; and the name and address of any manager or member signing the application. That affirmation is the whole home state showing under current law: no separate certificate of good standing is filed, and no freshness window applies. Form FLLC-1 adds that if the company name is not available here, the name to be used is entered and a trade name application must be filed with an additional $50.00 fee. RSA 304-C:174 lists activities that are not doing business, including maintaining or defending a proceeding, holding meetings, maintaining bank accounts, selling through independent contractors, soliciting orders accepted outside the state, creating or acquiring indebtedness or security interests, securing or collecting debts, owning property without more, an isolated transaction completed within 30 days and not in the course of repeated similar transactions, and transacting business in interstate commerce. Under RSA 304-C:180, a company doing business unregistered may not maintain an action, suit, or proceeding in New Hampshire until it has registered and paid all fees for the unregistered period; failure to register does not impair the validity of its contracts or acts or its right to defend, a member or manager is not liable for its obligations solely because it did business unregistered, and the company is liable to the state for all fees that would have been imposed had it registered, plus all penalties imposed by the Act, recoverable by the attorney general. A registered foreign LLC owes the same $100 annual report on the same January 1 to April 1 schedule. An amendment is required if it changes its name or its state or country of formation, for $35. Withdrawal is cancellation of registration under RSA 304-C:179, for $35, on Form FLLC-3, setting forth among other items a statement for withdrawal from the Department of Revenue Administration under RSA 77-A:18, II; Form FLLC-3 states Certificate Request Form AU-22 must be completed and submitted to the Department and the form mailed with the original tax certificate from the Department and the $35.00 filing fee.

Closing a New Hampshire LLC on purpose: one $35 filing, and a Department certificate before distributions

Dissolution events are in RSA 304-C:129: as provided in the operating agreement, on the event's occurrence; unless the operating agreement provides otherwise, by majority vote of the members, in writing specifying the effective date; on a final judicial dissolution decree under RSA 304-C:134 or 304-C:135; or on a Secretary of State notice of administrative dissolution under RSA 304-C:136. A member vote dissolution can be revoked by majority vote before a certificate of cancellation is filed, under RSA 304-C:130. Under RSA 304-C:127, a dissolved company continues its existence but may carry on only what is necessary to wind up and liquidate its business and internal affairs, and winding up runs under RSA 304-C:139. The tax step sits inside winding up, and its placement is precise: under RSA 304-C:141, I, before making any distributions of assets to any members and managers upon winding up, the company or the persons authorized to wind it up shall first obtain a certificate of dissolution from the Department of Revenue Administration in accordance with RSA 77-A:18. The distribution order in RSA 304-C:141, II then runs first to creditors, including members who are creditors, with payment or adequate provision, then, unless the operating agreement provides otherwise, to members and former members for distribution liabilities, then to members first for return of contributions and second respecting their LLC interests. The Secretary of State filing that ends the entity is the Certificate of Cancellation under RSA 304-C:142, for $35 under RSA 304-C:191, II(e), filed after dissolution and completion of winding up and liquidation, setting forth the company name, the reason for filing, the effective date if not on filing, and any other information the filing members or managers deem proper; the certificate of formation is cancelled on its filing. The four contents in RSA 304-C:142, II do not themselves include a Department certificate: the certificate obligation in RSA 304-C:141 attaches to distributions during winding up, and this page states both points as the statute states them rather than merging them into a single clearance rule. A dissolved company may also choose the claims tools in RSA 304-C:143 and 304-C:144, including the optional one time newspaper publication of a notice of dissolution to bar unknown claims not enforced within 3 years after publication. Our dissolution guide covers the wind up order.