How to Dissolve a Corporation in New Hampshire

There are several reasons for dissolving a corporation. It could be due to bankruptcy, an internal dispute, among other reasons. 

Suppose you are a business owner and decide to cease your business’s operation. In that case, there are many things that you have to do before your corporation is officially out of business. You don’t just simply stop and then disappear. 

With that said, here are the things you should know when dissolving a corporation in New Hampshire.

What It Means to Dissolve a New Hampshire Corporation

There are some steps a business owner must follow to dissolve his corporation. There may be a few differences between the processes in different states, but most of the steps are similar. Despite the variations of the steps in other states, you must follow the steps below.

  • The first step in dissolving a corporation is to hold a board meeting with all the board members present. They all must be aware of the initiative to dissolve the corporation. 

        Despite the initiative, there must still be a resolution in which most of the board members approve to dissolve the corporation. The shareholders may also need to take part in the voting, but that depends on your organization’s structure. This process must be thoroughly recorded and then stored in the corporate record.

  • After this, proceed to the New Hampshire Department of State to file the Articles of Dissolution which will be discussed below.
  • Next, you have to complete all of the IRS tax requirements with the State of New Hampshire. 
  • After this, all your business licenses and permits must be canceled, and all your business bank accounts must be closed. 
  • Lastly, concerning your employees, vendors, customers, and everyone who has a connection to the company, notify them of the initiative to dissolve the company.

These steps are easy enough to understand, and you should have no trouble going through with each of them. The only step in this process, which causes the most confusion and is the most complex, is the Articles of Dissolution which will be discussed further in the section below.

Dissolving a New Hampshire Corporation by the Board of Directors

As discussed above, the first step of dissolving a corporation is by holding a meeting and informing all board members of the plan to dissolve the company. 

For those corporations in the state of New Hampshire that have initiated business and have already issued shares, they need to file for the Articles of Dissolution with the New Hampshire Department of State and then mail the Articles of Dissolution to the New Hampshire Department of Revenue.

When filling up this form, you will need to put in some information for the Articles of Dissolution. This includes the following:

  • the name of your corporation
  • the names, addresses, and the positions held by the corporate officers
  • the date of the authorization of the dissolution
  • the addresses and names of the corporate directors
  • the date to which the dissolution was filed
  • the date to which the dissolution will be effective
  • the signature of the representative authorized by the company. 

You’ll mail a copy of the documents to the New Hampshire Department of Revenue (this doesn’t require any filing fee). The documents must be mailed alongside a check of 35 dollars that is payable to the “State of New Hampshire” to the address:

 Department of Revenue Administration

109 Pleasant Street

P.O. Box 457

Concord, NH 03302-0457

You’ll also file the documents with the New Hampshire Department of State at the address: 

Corporation Division

NH Dept. of State

107 N Main St, Rm 204

Concord, NH 03301-4989

You can also choose to deliver the documents in-person to the address: 

State House Annex, 3rd Floor, Rm 317

25 Capitol St.

Concord, NH 03301

You can decide not to wait for the Department of Revenue to process your Articles of Dissolution before you send them to the Department of State in New Hampshire. It usually takes less than a week for the Department of State to complete the dissolution of your corporation once your documents have been received. It may take less time if you submit in-person.

Dissolving a New Hampshire Corporation by the Incorporators

There are instances wherein a corporation is dissolved before issuing the shares or before any business transaction has ensued. In these cases, it is the incorporator’s responsibility to spearhead the initiative of dissolving the corporation.

For all those corporations in the State of New Hampshire that have not yet issued shares or had any business transaction, you will also need to file for the Articles of Dissolution, which is available here. You wouldn’t need to submit copies of the documents to the Department of Revenue, just proceed to submit them to the New Hampshire Department of State. The submission to the Department of State is the same as explained above.

Dissolving a Corporation in New Hampshire: Other Things You Should Know

The name of your corporation will be protected for 120 days after dissolution either voluntarily or administratively in the State of New Hampshire.

There are some instances wherein the New Hampshire state will be the one to initiate dissolution. This is known as administrative dissolution or involuntary dissolution. 

This can happen if a corporation or a company refuses or fails to submit its annual reports by the deadline. If you are subjected to involuntary dissolution, you have the option to reinstate your business.

Conclusion

Whether you plan on dissolving your corporation, which has already issued shares and has started making business transactions, or a corporation that hasn’t commenced business yet, the process remains the same in the state of New Hampshire. 

The only significant difference is in the form that you need to file. Hopefully, this article has been a great help to you in dissolving your corporation in the State of New Hampshire.