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Most states put the cure period after the notice: you miss the deadline, the state mails a warning, and a clock starts. New Hampshire does it the other way round. The runway is at the front and the drop is at the back.
Under RSA 304-C:136, grounds for administrative dissolution don't exist until the LLC "for 2 consecutive years does not deliver its annual report to the secretary of state within 60 days after it is due." One missed April 1 is not, by itself, a ground. But once the grounds do exist, RSA 304-C:137, I is blunt: the secretary of state "shall administratively dissolve the limited liability company by signing a notice of dissolution and mailing the notice and an application for reinstatement." The notice does not warn you. It tells you it already happened, and encloses the form for undoing it.
| Item | New Hampshire LLC |
|---|---|
| What's due | Annual Report — company name and state of formation, registered office address and agent name, principal office address, names and business addresses of managers (or at least one member if no managers), and a brief description of the nature of the business (RSA 304-C:194, I). LLCs making returns to the insurance commissioner are excepted |
| When | January 1 – April 1 each year (RSA 304-C:194, III(a)) |
| Information currency | Must be current as of January 1 of the year the report is due (RSA 304-C:194, II) — a snapshot rule, not a filing-date rule. Neighbouring Maine requires the opposite |
| First-year exemption | An LLC formed — or a foreign LLC registered — between December 1 of the preceding year and April 1 of the current year files no annual report that year (RSA 304-C:194, III(b)) |
| Fee | $100, plus a $50 late fee "for failure or refusal to file an annual report or pay the filing fee on or before April 1 of any year" (RSA 304-C:191, II(f)) |
| When grounds arise | Two consecutive years of not delivering the report within 60 days after it is due — or two consecutive years of unpaid fees or penalties. Also: no registered agent or office for 60+ days, or expiry of a stated period of duration (RSA 304-C:136) |
| Cure period | None written into the statute. RSA 304-C:137, I has the secretary of state dissolve and then mail the notice. Compare Maine's 60-day notice-and-cure |
| Name protection | 120 days from the date the dissolution notice is mailed — including any RSA 349 trade name (RSA 304-C:137, III) |
| Reinstatement | Within 3 years of the effective date of dissolution, fee $135 (RSA 304-C:138, I; fee per RSA 304-C:191, II(f)). Past 120 days you must also attach a Department of Revenue Administration certificate under RSA 77-A:18, III |
| After 3 years | Late reinstatement — no outer deadline, fee $500, but it requires publishing notice once in a newspaper of general circulation (or on the secretary of state's website) inviting comment from all interested parties (RSA 304-C:145) |
A two-year fuse is the easiest kind to sleep through. EntityMinder tracks each entity's real due date and tells you the year you missed one — not the year the state finally acts.
Get deadline reminders →Two separate provisions turn on the same 120-day mark, measured from the mailing of the dissolution notice, and they pull in opposite directions.
So the cheap, fast, paperwork-light way back closes and the expensive, slow, tax-clearance-dependent way opens at the same instant. Reinstatement inside 120 days is a form and $135. Outside it, you are coordinating with a second state agency and hoping nobody took your name — and RSA 304-C:138, II(a) makes name availability an express condition of the secretary of state acting at all.
If you get a New Hampshire dissolution notice, write down the mailing date before you do anything else. Every deadline that matters runs from that date, not from the day you opened the envelope. Note too that the notice arrives at "its principal address" — the address on your last filed annual report, which by definition is at least two years stale. This is the failure mode: the notice goes to an office you left, the 120 days run in silence, and the first real signal is a bank or a title company reporting that the entity isn't in good standing.
Unlike Maine, which cancels the certificate of formation outright at six years, and unlike Hawaii and Utah, which make an entity unrecoverable after two years, New Hampshire leaves the door open indefinitely — but changes its character. RSA 304-C:145 allows late reinstatement "if more than 3 years have expired since the effective date of dissolution," at a $500 fee, and it comes with an unusual condition: you must publish notice of the reinstatement one time in a newspaper of general circulation in the county of the last principal or registered office, or on the secretary of state's website, and the notice must "indicate that all interested parties are encouraged to submit comments" and include the secretary of state's mailing address.
That is a deliberate design. A three-year-plus revival can affect creditors, former members and anyone who has been operating on the assumption the company was gone, so New Hampshire makes the revival public and invites objection before the secretary of state decides "that the limited liability company should be reinstated" (RSA 304-C:145, III — note the discretionary framing, absent from the ordinary three-year path).
When either kind of reinstatement takes effect, the protection is strong. It relates back to the effective date of dissolution, the company may resume business "as if the administrative dissolution had never occurred," and — the clause worth knowing — "all of the limited liability company's otherwise legally valid actions during the period of its dissolution shall be deemed to be legally valid" (RSA 304-C:138, III(c); RSA 304-C:145, V is to the same effect). Contracts signed in the gap are not void for that reason alone. New Hampshire and Vermont are among the minority of states that put this in the statute rather than leaving it to case law.
The January 1 snapshot. RSA 304-C:194, II requires the information in the report to be current as of January 1 — not as of the day you file. If your manager changed on February 10 and you file on March 20, the statute's own rule points at the January 1 state of affairs. Neighbouring Maine requires exactly the opposite (31 M.R.S. § 1665(2): current as of the delivery date), which is a real trap for owners filing in both states in the same March.
The four-month formation window. RSA 304-C:194, III(b) exempts an LLC formed between December 1 and April 1 from filing that year — a longer and more generous grace than most first-year rules. But it is also why a December-formed New Hampshire LLC can go roughly fifteen months before its first report is ever due, by which point the habit hasn't formed. If you organized in that window, the date to write down is April 1 of the following year.
One more: RSA 304-C:194, IV(b) gives you 30 days to fix a report the secretary of state returns for missing information, and a report corrected inside that window "is deemed to be timely filed" — so a bounced report near the deadline is recoverable if you act on the notice.
If you've already missed one here or in another state, the general late-fee → good-standing → dissolution → reinstatement sequence is mapped in what happens if you miss an LLC annual report. New Hampshire charges a flat report fee rather than a franchise tax — the distinction, and which agency ends up chasing you, is in franchise tax vs. annual report. New Hampshire shares its January 1 – April 1 window with Connecticut, Georgia, Iowa and Nebraska. Every state's due date and fee is in the 50-state deadline lookup.