How to Dissolve an LLC in New Hampshire: Complete 2026 Guide

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Begin dissolution by having LLC members vote to dissolve according to your operating agreement or New Hampshire law. If your operating agreement specifies voting requirements, follow those exactly. Without an operating agreement, New Hampshire requires unanimous consent from all members to dissolve. Document this decision in writing with member signatures and the date of the vote.

   Pro tip: Keep detailed records of the dissolution vote, including member signatures and dates, as you may need this documentation for tax filings and creditor notifications.
2. 2

   File Articles of Dissolution with the New Hampshire Secretary of State

   Submit your Articles of Dissolution to the New Hampshire Secretary of State with the $35 filing fee. You can file online through the Secretary of State website at https://www.sos.nh.gov or mail the completed form with payment. Processing times vary based on current workload, so file as soon as your members have voted to dissolve to begin the official dissolution process.

   Pro tip: Online filing through the New Hampshire SOS website is typically faster than mail submissions and provides immediate confirmation of receipt.
3. 3

   Notify Creditors and Settle Debts

   Notify all known creditors of your LLC's dissolution in writing, even though New Hampshire doesn't mandate a specific creditor notice period by statute. Include the dissolution date and instructions for submitting claims. Pay all outstanding debts and obligations before distributing any remaining assets to members. This protects members from personal liability for unpaid business debts.

   Pro tip: Send creditor notices via certified mail to create a paper trail proving you provided proper notification of the dissolution.
4. 4

   Close New Hampshire State Tax Accounts

   File your final New Hampshire state tax returns and close any state tax accounts your LLC maintained. This includes business profits tax, business enterprise tax, or interest and dividends tax if applicable. Contact the New Hampshire Department of Revenue Administration to confirm all tax obligations are satisfied and request written confirmation of account closure.

   Pro tip: Obtain written confirmation from New Hampshire DRA that all state tax accounts are properly closed to avoid future tax notices or penalties.
5. 5

   Cancel Your EIN with the IRS

   Notify the IRS that your LLC is dissolving by sending a letter to the IRS Cincinnati office stating your business name, EIN, dissolution date, and reason for closure. File your final federal tax return (Form 1065 for multi-member LLCs or include on personal returns for single-member LLCs) and mark it as the 'Final Return.' The IRS doesn't formally 'cancel' EINs but will close your account.

   Pro tip: Keep copies of your final tax returns and IRS correspondence as proof that you properly closed your federal tax obligations.
6. 6

   Distribute Remaining Assets to Members

   After paying all debts and obligations, distribute remaining LLC assets to members according to your operating agreement or New Hampshire law. If no operating agreement exists, distribute assets based on each member's ownership percentage. Document all distributions in writing and provide each member with a statement showing their final distribution amount.

   Pro tip: Consider the tax implications of asset distributions and consult a tax professional if distributing appreciated property or significant cash amounts.
7. 7

   Confirm Dissolution is Complete

   Verify your dissolution is complete by checking the New Hampshire Secretary of State records to confirm your Articles of Dissolution have been processed. Retain all dissolution documentation, including member votes, creditor notices, final tax returns, and asset distribution records. New Hampshire law requires keeping business records for at least three years after dissolution.

   Pro tip: Store all dissolution documents in a secure location as you may need them for future tax audits, legal inquiries, or insurance claims related to the dissolved LLC's activities.

Winding-Up Checklist

• Cancel all New Hampshire business licenses and permits

  Contact the New Hampshire Secretary of State and any local municipalities to cancel business licenses, professional licenses, and permits to avoid ongoing renewal fees and compliance requirements.

• Close business bank accounts

  After all debts are paid and final distributions made, close all LLC bank accounts and credit cards to prevent unauthorized transactions and monthly maintenance fees.

• Cancel business insurance policies

  Notify insurance providers to cancel general liability, professional liability, and property insurance policies, but consider maintaining tail coverage for potential future claims.

• Notify vendors, suppliers, and customers in writing

  Send written notices to all business relationships informing them of the dissolution date and providing instructions for final transactions or transitions to avoid confusion.

• File final payroll tax returns and W-2s (if you had employees)

  Submit final quarterly payroll tax returns to the IRS and New Hampshire Department of Revenue, issue final W-2s to employees, and close your payroll tax accounts.

• Retain business records per New Hampshire retention requirements

  Keep all business records including tax returns, financial statements, and corporate documents for at least three years after dissolution as required by New Hampshire law.