How to Reinstate an Administratively Dissolved LLC or Corporation in New Hampshire
To revive your New Hampshire business within three years of dissolution, you must pay all overdue fees, obtain tax clearance from the Department of Revenue Administration if filing after 120 days, and submit Form Application for Reinstatement, New Hampshire, Secretary of State, Application for Reinstatement Following Administrative Dissolution.
Discovering that the state has administratively dissolved your business is a terrifying moment for any entrepreneur in Manchester, Nashua, or Concord. Without an active legal status, your personal assets are exposed, and banks may freeze your corporate accounts. Fortunately, New Hampshire law provides a specific cure. You have the right to revive your company, but you must navigate a strict bureaucratic process to prove that you have paid all outstanding debts to the state.
Step-by-Step Process to Reinstate Your Business
Under N.H. Rev. Stat. Ann. § 293-A:14.22 for corporations and N.H. Rev. Stat. Ann. § 304-C:138 for LLCs, an administratively dissolved entity may apply to the Secretary of State for reinstatement within three years. The process requires coordination between state agencies to ensure complete legal compliance.
Step 1: Obtaining a Certificate of Good Standing from the NH DRA
Under N.H. Rev. Stat. Ann. § 293-A:14.22(a)(4) and N.H. Rev. Stat. Ann. § 304-C:138, I(d), a tax clearance certificate from the Department of Revenue Administration is only required if your reinstatement application is submitted more than 120 days after the notice of administrative dissolution was mailed. If you file after this 120-day window, you must contact the New Hampshire Department of Revenue Administration, Concord by submitting Form AU-22, New Hampshire, Department of Revenue Administration, Certification Request Form. Any outstanding Business Enterprise Tax (BET) or Business Profits Tax (BPT) balances must be paid in full before the DRA issues tax clearance.
Step 2: Paying Back Fines, Penalties, and Overdue Annual Reports
Administrative dissolution usually happens because you missed annual reports. To reinstate, you must file every single annual report you missed during the period your business was dissolved. You cannot just file the current year's report. You must pay the standard filing fee plus the mandatory late fee for each missed year.
Step 3: Filing the Application for Reinstatement
Once you have your tax clearance (if required) and your past-due annual reports are ready, you will submit Form Application for Reinstatement, New Hampshire, Secretary of State, Application for Reinstatement Following Administrative Dissolution (or file electronically via NH QuickStart). This application, along with the required fees and any required DRA certificate, must be filed with the New Hampshire Secretary of State Corporation Division, Concord. Once processed, your reinstatement relates back to the date of dissolution, legally treating the business as if the dissolution never occurred.
What If Another Entity Has Taken the Business Name?
In New Hampshire, when your business is administratively dissolved, your business name is protected for exactly 120 days. After that 120-day window expires, the name becomes available to the public. If you wait a year to reinstate and another entrepreneur registers a new LLC using your exact name, you cannot force them to change it. In this scenario, your Application for Reinstatement must be accompanied by an official amendment to change your business name to something new and available.
How Much Does it Cost in New Hampshire?
Reinstating a business is significantly more expensive than simply filing your annual reports on time.
- Reinstatement Fee: The statutory filing fee for reinstatement is $135 for both LLCs and corporations.
- Missed Annual Reports: $100 per missed year.
- Late Fees: $50 penalty for each missed year.
- Tax Clearance Fee: Requesting a Certificate of Good Standing from the DRA generally costs $30.
- Attorney Fees: If you hire a corporate lawyer from our directory to handle the compliance paperwork, expect to pay a flat fee ranging from $300 to $600.
How Long Does the Process Take?
The timeline heavily depends on the Department of Revenue Administration. Obtaining your tax clearance Certificate of Good Standing can take anywhere from 2 to 4 weeks. Once you submit the complete Application for Reinstatement to the Secretary of State, processing typically takes 7 to 10 business days. Expedited processing may be available for an additional fee if you need the business active immediately to close a real estate deal or secure a loan.
Frequently Asked Questions (FAQ)
Is there a time limit to reinstate my business?
Standard reinstatement with a $135 fee is available within 3 years of dissolution under N.H. Rev. Stat. Ann. § 293-A:14.22(a) and N.H. Rev. Stat. Ann. § 304-C:138, I. If more than 3 years have passed, you must undergo late reinstatement under N.H. Rev. Stat. Ann. § 293-A:14.22-a or N.H. Rev. Stat. Ann. § 304-C:145, which requires a $500 fee and mandatory newspaper or website public notice.
Does reinstatement fix my broken contracts?
Yes. Reinstatement acts retroactively. Legally, it is as if the administrative dissolution never occurred, which generally validates any contracts signed during the dissolved period and restores your liability shield.
Do I need a lawyer to reinstate my LLC?
You are not legally required to hire a lawyer. However, if your business has complex tax liabilities, or if you need to file amendments because your name was stolen, consulting an attorney is highly recommended.
What happens if I just ignore it forever?
If you never reinstate, the business remains permanently dissolved. You will remain personally liable for any business operations you continue, and you will not be able to obtain a Certificate of Good Standing to open bank accounts or secure funding.
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