How to Dissolve a New Hampshire Corporation

A corporation is a legal entity that continues to exist until New Hampshire's records say otherwise. Walking away without formally dissolving it does not make it disappear — it keeps the corporation on the books, which means annual reports keep coming due, late fees can pile up, and the state may eventually administratively dissolve it in a way that leaves loose ends.

Formal, voluntary dissolution is the clean exit. It puts the wind-down on your terms, gives creditors proper notice, closes out your tax accounts, and produces a final record that the corporation was terminated correctly. That paper trail protects the owners: it establishes when the corporation stopped existing and helps prevent later claims that you kept operating an entity you had abandoned.

Administrative vs. voluntary dissolution

Administrative dissolution is what the state does to a corporation that neglects its obligations — it is involuntary and messy. Voluntary dissolution is what you do deliberately, following the statute, to close the corporation on purpose. This page is about the voluntary path, which is the one you want.

A corporation is owned by shareholders and governed by a board, so dissolving one is not a solo decision unless you are the only person in every role. New Hampshire's Business Corporation Act sets out an approval process.

Board recommendation

Typically, the board of directors first adopts a resolution recommending that the corporation be dissolved. This is the board formally putting dissolution on the table.

Shareholder approval

The shareholders then vote to approve the dissolution. The required threshold depends on your bylaws and the statute, but a majority — and often more — of the voting shares must approve. Document the vote in the corporate minutes.

Single-owner corporations

If you are the sole shareholder and director, you still document the decision — a written consent or resolution approving the dissolution — because that record is part of showing the corporation was wound down properly. Do not skip the paperwork just because you are the only voter.

Before you file the final paperwork with the state, the corporation has to wind up its affairs. "Winding up" is the legal term for closing out the business's obligations in an orderly way.

Settle debts and obligations

• Notify creditors and give them the opportunity to submit claims, following the procedure allowed under New Hampshire law.
• Pay or make provision for known debts, including outstanding invoices, loans, and leases.
• Resolve pending contracts, terminating or fulfilling them as appropriate.

Handle taxes

Settle your accounts with the Department of Revenue Administration — file final Business Profits Tax and Business Enterprise Tax returns as applicable, and close out any withholding or other accounts. At the federal level, file a final corporate return with the IRS and check the box indicating it is the corporation's final return.

Distribute remaining assets

After debts and taxes are satisfied, any remaining assets are distributed to the shareholders according to their ownership interests. Distributions come after creditors are paid, not before — reversing that order can create personal liability for the people who authorized it.

Close accounts and cancel registrations

Close the corporate bank account, cancel business licenses and permits, cancel any trade names, and if you registered as a foreign corporation in other states, withdraw those registrations too.

Once the business is wound up, you file Articles of Dissolution with the New Hampshire Secretary of State, Corporation Division, through the QuickStart portal. This is the filing that formally ends the corporation's existence.

What the filing involves

• Confirming the corporation's exact legal name and its record with the state.
• Certifying that dissolution was properly authorized by the board and shareholders (or the sole owner).
• Confirming that the wind-up process — debts, claims, distributions — has been handled as required.

Good standing first

As a practical matter, make sure the corporation is current on its annual reports and in good standing before you dissolve. A corporation that is delinquent may need to resolve those obligations before the state will process a clean dissolution. It is easier to close a corporation that is up to date than one that has fallen behind.

Keep the records

After dissolution is accepted, keep the final filing, the minutes approving dissolution, the final tax returns, and your corporate records. Disputes and audits can arise after a business closes, and those documents are your evidence that everything was done correctly.

We can prepare and file your Articles of Dissolution with the New Hampshire Secretary of State once you have made the decision to close and handled the internal approvals. You confirm that the board and shareholders have authorized the dissolution and that the wind-up is underway, and we assemble and submit the state filing.

What we do not do is act as your attorney or accountant during the wind-down. Notifying creditors, settling debts in the right order, filing final BPT and BET returns, and distributing remaining assets are steps where a CPA and, for anything contested, an attorney are the right people to have. Our role is the state-facing filing — making sure the corporation is formally and correctly terminated on New Hampshire's records so it stops generating obligations. If you have been letting an unused corporation sit, closing it properly now stops the annual reports and fees from continuing to accrue.