As an entrepreneur, one of the biggest decisions you’ll make is what entity type to form. A lot of aspiring business professionals are drawn to the Limited Liability Company (LLC for short).
And it’s not surprising why: an LLC gives personal asset protection and a flexible taxation structure without compromising flexibility and easy business upkeep. Long story short, it’s easy to operate an LLC (okay, relatively; all business is a bit complicated).
However, if you’ve looked at the New Hampshire Secretary of State’s business resources, you’ll quickly notice that not all LLCs are created equal. New Hampshire distinguishes between standard LLCs and PLLCs.
Not sure what that means? Don’t worry; we’ve got you covered. In this guide, we’ll cover everything you need to know about New Hampshire PLLCs, including how they differ from LLCs, who can form one, and more importantly, how to get started.
New Hampshire LLC vs. New Hampshire PLLC: What’s the difference?
On the surface, LLCs and PLLCs seem really similar. And quite frankly, they have more similarities than differences. Most importantly, both LLCs and PLLCs have what’s commonly referred to as “limited liability” or “personal asset protection.”
We won’t give a long-winded explanation, but essentially, personal asset protection ensures that your private funds, your house, your car, and other assets can’t be claimed if your business is sued or defaults on a debt. In other business types (a sole proprietorship, general partnership, etc.), that can happen—and the consequences can be disastrous.
In general, almost anyone can form an LLC. However, many states, New Hampshire included, don’t allow certain professions to form a standard LLC; they have to form a Professional Limited Liability Company instead (a Professional Corporation is also an option, but we won’t go into that here).
Here’s why: a PLLC combines elements of a standard LLC and a business like a partnership. Creditors cannot come after the personal assets of a PLLC’s members. However, the PLLC still allows for members to be sued for malpractice.
So if you’re an engineer and one of your designs causes an injury that gets you sued, you can be held accountable. But if another member is responsible for the malpractice, you’re not penalized.
Here are the New Hampshire professions that are required to organize as a PLLC:
- Certified public accountants
- Public accountants
- Physicians and surgeons
- Registered professional nurses
- Land surveyors
- Professional engineers
- All other professionals licensed, registered, certified, or otherwise authorized and permitted to practice independently
New Hampshire is pretty strict in its membership (i.e., ownership) requirements for PLLCs. To put it simply, every single member of a PLLC must maintain an active license in the business’s profession. Other states only require half of the members to be licensed, but New Hampshire is pretty strict.
Does your business fall into one of the above categories? If not, check out our guide for forming a New Hampshire LLC. But if you’re one of the professions listed, then this guide can help.
How to Set Up a New Hampshire PLLC
Setting up a New Hampshire PLLC might seem complicated on the surface, but if you know what to do, it’s a fairly straightforward process. In the rest of this guide, we’ll cover everything you need to know for setting up your PLLC. By the time we’re through, you’ll have your business up and running.
If you’re busy and just want to hand off the PLLC formation, Incfile and Northwest are two good PLLC formation services that take care of it for you. Sadly, our favorite LLC service Zen Business does not (yet) offer professional LLC formation.
1. Ensure your professionals have the necessary licenses
Remember how we said that every member of a New Hampshire must have a license in the business’s profession? You’ll want to take care of that before anything else. A good place to start is the New Hampshire Online Licensing page. Here, you’ll find a lot of different resources for different licenses, including the professions that can form a PLLC. You’ll also find links to the different licensing boards, where you can begin your applications to get yourself and your members squared away.
2. Choose a name for your PLLC
Technically speaking, you can take care of this step while you’re handling licenses. And if you’re like us, you’ll want to give it plenty of thought. Thankfully, New Hampshire doesn’t have a ton of rules on what your name has to be. For starters, your name cannot be the same as the name that’s already in use in the state. You can use a Business Name Search to check availability.
New Hampshire also requires your business name to include one of the following designations:
- Professional Limited Liability Company
- A similar abbreviation
For more information on naming requirements in New Hampshire, check out our NH LLC naming guide.
As long as you meet those two requirements, just about any name is fair game. Your own creativity is the only limit. That said, we recommend that you pick a name that’s memorable, easy to say and spell, and gives your customers an idea of what services your business provides. Last but not least, pick a name that you and your members like—at the end of the day, it’s your business!
If you’ve thought of the perfect name but you’re not quite ready to use it, you can reserve it by filing an Application for Reservation of Name. There’s a $15 fee for this filing. Once complete, the form will ensure your name is protected for 120 days.
3. Appoint a registered agent
Every registered business, regardless of type, is required to appoint a registered agent in New Hampshire. Essentially, a registered agent acts as the point of contact between the state and your business. Any official communications—whether that’s a reminder to file your annual report or service of legal process against your business—will be delivered to your registered agent, not your business.
You can serve as your own registered agent, but we recommend that you appoint someone else. It simplifies your life and keeps your personal address off the public record (an agent’s address is listed as public information). We have a few recommended services, too. For more information on registered agents and what the role includes, look here.
You are required to list your registered agent on your Certificate of Formation, so don’t skip this step!
4. File your Certificate of Formation
Once you’ve taken care of licenses and appointing your registered agent, it’s time to officially form your business! You can do so by filing the Certificate of Formation. In New Hampshire, LLCs and PLLCs use different forms to register their businesses, so please make sure that you fill out the right one.
In general, this document informs the state about your business, including what profession you’re involved in, who the members are, how the business will be managed, contact information, the name and address of your registered agent, and more.
There is a $100 filing fee, and you can file by mail or online. Once the state processes and approves your Articles, your business will be an official entity in the state of New Hampshire!
What’s next: Maintaining your New Hampshire PLLC
Your PLLC is now an official entity within the state. Exciting stuff, right? Take a deep breath, congratulate yourself on your hard work…and then get back to it, because there’s more to be done.
Honestly, forming the business is the relatively easy part. There are plenty of ongoing requirements you’ll need to take care of. Failing to do so could cost you your good standing in New Hampshire (or just make life more difficult than it needs to be).
Let’s jump into what you should do after filing your Certificate of Formation.
1. Draft an operating agreement
Unlike a corporation, which must file bylaws with the state, an LLC or a PLLC is not required to file an agreement with the state. However, that doesn’t mean you don’t need to write one. All PLLCs should draft an LLC operating agreement.
The document itself doesn’t need to be complicated; long story short, it should dictate how your business operates. But writing one at the outset will help down the road. For example, an agreement can detail how new members join the business, how they buy out, how profits are distributed, the rights and responsibilities of each member, and more. By setting these policies out in the beginning, you can set yourself up for success.
An operating agreement is also essential if you intend to get a business bank account; most banks request a copy of your agreement when you open an account.
2. Get general business licenses
Don’t confuse this step with the professional licenses we’ve listed above! As a PLLC, industry-specific licenses are part of the game. You can’t technically exist without those. However, it’s not uncommon for states to also require a general business license.
New Hampshire doesn’t administer a general business license on the state level; instead, they’re administered on the city and county levels. You should check with your local government office to learn if a license is required in your area. Beyond that, your professional licenses should be all you need. That said, you should double-check New Hampshire’s Online Licensing portal to ensure that you haven’t overlooked any miscellaneous license types that we haven’t touched on here.
3. File for an Employer Identification Number (EIN)
If you plan on having employees—even if it’s just one or two—then you’ll need to obtain an Employer Identification Number from the IRS. Technically, you can hire someone to file this form for you, but we recommend doing it yourself. It’s free to do on your own, and (unlike a lot of IRS tax forms) pretty easy to file.
Please note that you need to complete the filing in one sitting, so be sure to have your Taxpayer Information Number (the SSN for most people) on hand. Once you complete the filing online, you’ll receive your number almost immediately.
4. Look into business insurance
You’re a licensed professional. You’ve taken the exam, or you’ve worked hard to obtain the certifications needed for your trade. But don’t assume that your license alone will protect you from all the things that can go wrong while running your business.
Ideally, nothing too drastic will happen, but just in case, it’s a good idea to obtain liability coverage for your business. New Hampshire does not require you to have a general business policy, but we recommend it.
However, New Hampshire does require all businesses with any employees (both part-time and full-time) to obtain workers’ compensation insurance. This policy protects both you and your employees if and when there’s an accident on the job. You can learn more at the New Hampshire Department of Labor.
Last but not least, you should get a business auto policy for any company-owned vehicles (if applicable).
5. Complete annual filings
Every year, your PLLC will have two primary annual filings: taxes and annual reports. Almost every state requires both types, but the exact timing and procedures for them varies from one state to the next. Let’s talk about taxes and annual reports in New Hampshire.
One of the biggest advantages to a PLLC is that you can choose your taxation structure. You get to elect to be taxed as a corporation (the business itself pays the taxes) or as a pass-through entity (the tax burden passes through to the members, who pay the tax as individuals).
New Hampshire acts a little bit differently from other states: technically, whether you’re taxed as individuals or a corporation has little impact on your state taxes. (Please note that your tax election structure will still apply to your federal taxes). Instead of general income taxes, New Hampshire charges a Business Profits Tax and a Business Enterprise Tax. The BPT is levied at a rate of 7.7% on your business’s profits. Meanwhile, the BET is levied on your enterprise value. It’s a much smaller rate than the profits tax, though. These taxes are a little bit tricky, so we recommend looking here for more information.
Unlike a lot of states, New Hampshire does not have a sales tax, so you won’t have to worry about that. That said, there is a chance that one of the state’s miscellaneous taxes could apply to your business. We could discuss them, but that would make this guide tedious, so we’ll just point you to the best resource for all taxes in the state: the New Hampshire Department of Revenue Administration.
All PLLCs in New Hampshire must also file an annual report; it’s a different form than your annual tax return. Essentially, the document updates the state about the current standing of your business, from your finances to your registered agent and several things in between.
In New Hampshire, the annual report is due each year by April 1. It’s easiest to file online at NH QuickStart; when you file, be sure to have a credit card on hand to pay the $100 filing fee. It’s important to file this report on time. Not only do late reports incur a $50 late fee, but they also run the risk of ruining your good standing with the state. In extreme cases, the state could administratively dissolve your business.
6. Set up a business bank account
One of the biggest advantages to a PLLC is the fact that your personal assets are protected (with the exception of malpractice). However, those assets are only protected if you keep your personal funds and your business funds completely separate. Mixing them is a major legal no-no.
To keep them separate, you’ll need to get a business bank account. As an added bonus, you’ll be able to get checks and debit cards for your business, which makes it easier to buy supplies for your business. Plus, a lot of people are more comfortable writing checks to a business than they are writing a check to “John Smith.” It gives you another level of credibility with your clients.
By permitting professionals to form PLLCs, New Hampshire provides you with unique opportunities: liability protection, opportunities to work with fellow owners, flexible taxation, the reputability of a registered business, and more. Setting up a PLLC isn’t a walk in the park, but by following the steps in this guide, it doesn’t have to be difficult. We hope this guide has helped you do just that, and we wish you the best as you start a PLLC in NH.