A limited liability partnership offers a solution for businesses seeking to combine the flexibility of a partnership with the protection of limited liability. In an LLP, individual partners are, in most circumstances, not liable for the debts or negligent acts of other partners. Each partner remains responsible for liabilities incurred as a result of his own personal actions or the actions of any individual for whom he is responsible. Section 304-A:44 of the New Hampshire statutes contains the relevant legal provisions.
Forming an LLP
When forming an LLP, to clarify the duties and responsibilities of each partner, you should first negotiate and sign a formal partnership agreement. In New Hampshire, you must also register your LLP with the state by completing and filing Form LLP-1, which is available on the New Hampshire Secretary of State website. On the form, you must include the name of the partnership, the name and address of the LLP's registered agent, and a statement describing the type of business in which the partnership will engage. You must return the completed and signed form to the New Hampshire Corporate Division with a filing fee.
An LLP registered in New Hampshire should contain the words “Limited Liability Partnership” or the abbreviations “LLP” or “L.L.P.” in its name. The business name should be distinguishable from that of any other business registered in the state. The New Hampshire Secretary of State has issued guidelines to assist businesses with choosing appropriate names; these guidelines are available through the New Hampshire Secretary of State website.
Registered Office and Registered Agent
New Hampshire limited liability partnerships must maintain a registered office in the state. This office may be, but does not have to be, the same as the partnership’s place of business. Each LLP in New Hampshire must appoint a registered agent to receive official documents on behalf of the partnership. The agent may be either an individual or a corporation. The agent’s address should be the same as the partnership’s registered office.
Registration of Securities
New Hampshire requires all prospective LLPs to file Form SRA, a statement of compliance with the state’s securities laws. The term "security" refers to business ownership interests; this means that if you have any financial interest in a partnership, you must register with the New Hampshire Bureau of Securities Regulation. A partnership with 10 or less owners can apply for exemption from registration. All the prospective partners of the limited liability partnership should sign the form.