A limited liability partnership (LLP) is a type of business structure that functions much like a general partnership, but with the added protection of limited liability. Just like a general partnership, an LLP consists of two or more owners, or partners, who are equally responsible for running the company and who equally share the profits that the company earns. With an LLP, however, partners are protected from personal liability related to the company’s actions.
A company can only become an LLP in New Hampshire if it registers as such with the New Hampshire Secretary of State. In order to register, a company needs to do a number of things. For instance, any company seeking to register as an LLP in New Hampshire needs to designate one of its places of business in the state as its registered office and appoint a registered agent who is willing to received official documents on behalf of the LLP. The agent may be anyone who lives in the state or an LLC, a corporation, or another LLP that is registered with the state, so long as the agent’s business office is also the LLP’s registered office. Another thing that a potential LLP will need to do is select a name that fits within the requirements set forth in New Hampshire’s Uniform Partnership Act. A domestic LLP, which is an LLP that is first registered as such in New Hampshire, must have a name that has “LLP”,”L.L.P.”, or “Limited Liability Partnership” at the end. Similarly, a foreign, or non-domestic, LLP must possess a name that contains one of the following: “Professional Limited,” “PLL”, “PLLP”, “P.L.L.”, “P.L.L.P.”, “”Registered Limited Liability Partnership,” “RLLP”, “R.L.L.P.”, “Limited Liability Partnership,” “LLP”, “L.L.P.”, or “Liability Partnership.” Finally, both foreign LLPs and domestic LLPs wanting to be recognized by the state as an LLP must file paperwork with the Corporation Division of the Office of the Secretary of State of New Hampshire.
As previously mentioned, a company must file certain paperwork with the Office of the New Hampshire Secretary of State’s Corporation Division if it wants to properly register as in LLP in the state. You can file the paperwork by printing out the appropriate form, filling it out, and delivering it to the Corporate Division either by mail or in person. If you are seeking to register a domestic LLP, then you will need to file a Registration of New Hampshire Limited Liability Partnership. To complete this form, you will need to provide the LLP’s name, the street address and the mailing address of the LLP’s principal office, the name of the LLP’s registered agent, the street address and other contact information of the LLP’s registered office, and a brief statement about the type of business in which the LLP plans to engage. The form will also need to be signed by one of the LLP’s partners.
If, on the other hand, you are looking to register a foreign LLP, then you must file a Notice of Registration as a Foreign Registered Limited Liability Partnership. This form will require you to disclose the LLP’s name, any other name that the LLP intends to use while conducting business in the state, both the street address and the mailing address of the LLP’s principal office, the LLP’s phone number and the email address, the location where the LLP was first formed, the name of the LLP’s registered agent, a short statement of what kind of business the LLP will be doing, and the street address of the LLP’s registered office. You will also need to get one of the LLP’s partners to sign the form and list their address on it.
In New Hampshire, there are a number of unique tax advantages available to LLPs. For instance, New Hampshire does not currently have a general income tax. Since the profits of an LLP are only taxed once as part of each partner’s income, an LLP will not be taxed on any of the profits it earns in the state.
All LLPs in New Hampshire have to pay an annual fee of $100 during the first quarter of the calendar year. If an LLP does not pay this fee on time, then it will be charged a late fee of $50. A complete failure by a foreign LLP to pay the annual fee may result in it’s registration as an LLP being suspended, while two consecutive failures to pay the fee may result in the same fate for a domestic LLP.
Creating an LLP is a complicated process, and making a single mistake along the way can result in your company not becoming an LLP. If you are thinking of setting up an LLP, you should speak with a New Hampshire business lawyer right away. They can guide you through the process and help ensure that you do not make any mistakes during the process.