How to Form an S Corporation in New Hampshire

Introduction

Forming an S corporation in New Hampshire is a simple process that can be completed within a few days. Once you’ve filed your certificate of formation with the Secretary of State and elected S corporation status with the IRS, it’s time to create an operating agreement. This document outlines how your company will operate and provides guidance for any shareholders or partners who join as your business grows.

File a Certificate of Formation

To start an S corporation in New Hampshire, file a certificate of formation with the New Hampshire Secretary of State.

The process is simple to complete and only takes a few minutes. To begin, you can use the online filing portal or download the necessary forms from their website and file them by mail or in person at your local county clerk’s office. The filing fee for an S corporation is $100 plus $35 if you’re incorporating for more than one year (more on this later). It will take about 10 business days for your certificate of formation to be processed by the state after it has been received by their office.

Elect S Corporation Status with the IRS

• You need to file IRS Form 2553, Election by a Small Business Corporation. This form is available on the IRS website and can be found under the section titled “Business Entities.” There are two options: filing by mail or electronically through e-file.
• If you already have an LLC, you can elect S corporation status by filing IRS Form 8832, Entity Classification Election. This form is available on the IRS website and can be found under the section titled “Business Entities.” The form must be filed with your state’s Secretary of State office.
• If you already have a corporation, then electing S corporation status involves filing IRS Form 2553 with both your state and federal tax authorities (the completed forms should be submitted together). The completed forms must also be mailed or delivered to your state’s Secretary of State office as well as your local tax authority (usually either a county or city clerk)

Create An Operating Agreement

An operating agreement is a document that spells out how your company will be run. It should include:

• The names of the owners
• How much each owner owns in the business
• Whether new shares can be issued, and if so, under what circumstances
• A description of any restrictions on transferability (for example, whether there can be more than one class of shares)

In addition to this basic framework, you’ll want an operating agreement that covers more specific topics as well. For example:

• How many people are required for making decisions?
• Who has what powers?
• What’s needed for a quorum?
• Can an action be taken without a formal meeting?
• Is there an official process for taking minutes at meetings or recording votes by proxy?
• Should shareholders have access to financial statements and other business records?
• What happens if there’s a deadlock among shareholders—can one person break it through majority vote or must they get unanimous consent before acting?

Conclusion

By taking these steps, you can create an S corporation in New Hampshire that is legal and ready to do business. If you have any questions about forming an S corporation, feel free to contact our office today!