To dissolve an LLC in New Hampshire, the members vote to dissolve, request tax clearance from the Department of Revenue Administration using Form AU-22, and then file Form LLC-7, the Certificate of Cancellation, with the Secretary of State for a $35 fee. New Hampshire Revised Statutes Chapter 304-C governs the full process from the initial vote through final liquidation, and skipping any step leaves the entity exposed to continuing annual report obligations, DRA collection activity, and potential personal liability for members.
Hold the Member Vote
Start with a formal decision among the members. If your operating agreement spells out a dissolution procedure, follow it exactly. Many agreements require supermajority or unanimous consent, and ignoring those terms creates grounds for a later legal challenge. If the operating agreement is silent, state law allows the LLC to dissolve by a majority vote of the members.1New Hampshire General Court. New Hampshire Code 304-C:129 – Events of Dissolution-In General
Put the vote in writing and specify the effective date of dissolution. If the written consent doesn’t include a date, the effective date defaults to the date of the vote itself.1New Hampshire General Court. New Hampshire Code 304-C:129 – Events of Dissolution-In General Keep the signed resolution with your permanent records. It’s the legal foundation for everything that follows, and you’ll need it if the DRA or a creditor ever questions whether the dissolution was properly authorized.
Get Tax Clearance From the DRA
The Secretary of State won’t accept your cancellation paperwork until the Department of Revenue Administration certifies that your tax accounts are settled. Submit Form AU-22, the Certification Request Form, with a non-refundable $30 fee payable to the State of New Hampshire. The DRA recommends filing AU-22 at least 60 days before you plan to submit anything to the Secretary of State, so plan the timeline around that lead time.2New Hampshire Department of Revenue Administration. AU-22 Instructions
The DRA will check that you’ve filed all required Business Profits Tax and Business Enterprise Tax returns and paid any outstanding balances. A final New Hampshire return covering the period through your dissolution date must either already be on file or accompany your AU-22 submission; if it’s missing, the request will be delayed or denied until that return is filed. For years when the LLC didn’t meet the minimum filing thresholds, include copies of pages one through four of your federal returns so the DRA can verify.2New Hampshire Department of Revenue Administration. AU-22 Instructions
File the Certificate of Cancellation
Once tax clearance comes through, file Form LLC-7, the Certificate of Cancellation, with the Secretary of State’s Corporation Division.3State of New Hampshire. Form LLC-7 Certificate of Cancellation The form is short, but small errors trigger rejections.
You’ll need to provide:
- The LLC name exactly as it appears in state records. A missing comma or the wrong abbreviation (LLC vs. L.L.C.) can bounce the filing.
- A brief reason for cancellation, such as “voluntary dissolution by majority vote of members.”
- The effective date, which can be the filing date or a future date up to 90 days out. A future date with no time specified takes effect at the close of business on that date.3State of New Hampshire. Form LLC-7 Certificate of Cancellation
The filing fee is $35.4New Hampshire Secretary of State. Limited Liability Companies You can file online through the Secretary of State’s portal or mail the completed form with a check to the Corporation Division in Concord. Paper filings generally take five to ten business days; online submissions process faster.3State of New Hampshire. Form LLC-7 Certificate of Cancellation
Once accepted, the Secretary of State updates the online business registry to show a “Dissolved” or “Cancelled” status. Keep the stamped copy or electronic confirmation. It’s your proof that the LLC is no longer a registered entity, and it stops the obligation to file the $100 annual report going forward.4New Hampshire Secretary of State. Limited Liability Companies
Wind Up the Business and Pay Creditors First
Filing the Certificate of Cancellation doesn’t instantly end your responsibilities. RSA 304-C:139 governs the winding-up period between dissolution and final liquidation.5New Hampshire General Court. New Hampshire Code 304-C:139 – Winding Up and Liquidation of Limited Liability Companies The members or managers who ran the LLC keep authority during wind-up, but only to close things down, not to start new business.
The single most important rule: creditors get paid before members do. Managers must notify known creditors of the dissolution and give them a reasonable deadline to submit claims. If members take distributions while legitimate debts remain outstanding, those members can face personal liability for the unpaid amounts. This is where most dissolution disputes end up.
Practical wind-up tasks include:
- Paying off loans, vendor invoices, lease obligations, and other outstanding commitments.
- Surrendering professional licenses, permits, and trade names registered with the state.
- Closing business bank accounts and canceling business credit cards once pending transactions have cleared.
- Distributing anything left to members according to their ownership percentages or whatever the operating agreement specifies.
Handle Employee Pay and Final Payroll
If your LLC had employees, closing day comes with hard deadlines. Under RSA 275:44, when an employee is discharged (including a layoff from a business closure), the employer must pay all wages owed within 72 hours. An employee who voluntarily resigns before the closure gets wages no later than the next regular payday.6New Hampshire General Court. New Hampshire Code 275:44 – Hourly, Daily and Weekly Employees; When Wages Are Due
Issue a final W-2 to each employee for the calendar year in which their last wages are paid; the IRS says to provide these by the due date of your final Form 941 or Form 944.7Internal Revenue Service. Closing a Business For independent contractors paid $600 or more during the final year, file the appropriate 1099 forms by the standard deadlines, generally January 31 of the following year for Form 1099-NEC.
Close Out Federal Tax Accounts
The IRS runs a parallel shutdown checklist. Most multi-member LLCs file Form 1065, U.S. Return of Partnership Income, for the final tax year, with the “final return” box checked near the top of the first page. Each member needs a final Schedule K-1 showing their share of income, deductions, and credits, with the “Final K-1” box marked at the top of each one.7Internal Revenue Service. Closing a Business Single-member LLCs report on Schedule C of the owner’s individual return for the year of closure.
If the LLC had employees, file a final Form 941 (or 944) for the last quarter wages were paid, plus a final Form 940 for federal unemployment tax. On the 940, check box d in the upper right corner and attach a statement listing who is keeping the payroll records and where they’ll be stored.8IRS.gov. 2025 Instructions for Form 940
Deactivating the EIN
You can’t actually cancel an Employer Identification Number. Once assigned, an EIN is permanent and the IRS never reuses it. What you can do is ask the IRS to deactivate the EIN so it’s no longer tied to an active filing obligation. Send a letter with the LLC’s EIN, legal name, address, and the reason for deactivating to the IRS at MS 6055, Kansas City, MO 64108, or MS 6273, Ogden, UT 84201. All outstanding returns must be filed and taxes paid before the IRS will process the request.9Internal Revenue Service. If You No Longer Need Your EIN
Keep the Records
Dissolution doesn’t mean you can shred the files. The IRS requires you to keep records supporting any item on a tax return until the statute of limitations expires, which is three years from the filing date for most returns. If the LLC had employees, keep employment tax records for at least four years after the tax was due or paid, whichever is later. Longer retention applies if unreported income exceeded 25% of gross income (six years), if you claimed a deduction for bad debts or worthless securities (seven years), or if a return was never filed or was fraudulent (indefinitely).10Internal Revenue Service. How Long Should I Keep Records
Federal law also requires keeping payroll records for at least three years under both the Fair Labor Standards Act and the Age Discrimination in Employment Act.11U.S. Equal Employment Opportunity Commission. Recordkeeping Requirements Pick a specific person and location to hold the files, and name that custodian on your final Form 940 as required.
What Happens If You Just Walk Away
Some owners skip the formal process and simply stop filing. The consequences stack up. If the annual report isn’t filed and paid by April 1, the state places the LLC in “Not in Good Standing” status. After two consecutive years of missed filings, the Secretary of State administratively dissolves the company. That looks like a free solution, but it isn’t: administrative dissolution doesn’t settle your tax accounts with the DRA, doesn’t notify creditors, and doesn’t wind up business affairs. You’re left with a defunct entity that still carries unresolved obligations, plus a $50 late fee for each missed year on top of the $100 report fee.12New Hampshire Secretary of State. Business FAQs The $35 cancellation filing is almost always the cheaper exit.