New Hampshire · Operating agreement
New Hampshire LLC operating agreement
What New Hampshire's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my New Hampshire operating agreementWhat New Hampshire’s LLC act says
New Hampshire defines an operating agreement as any agreement of the member or members on the company's internal affairs or business, whatever it is called (304-C:16). 3
New Hampshire lets an operating agreement be written, oral, or implied by course of dealing, unless a written operating agreement says otherwise (304-C:40). 4
What New Hampshire’s act does not let an agreement change:
- Cannot eliminate the implied covenant of good faith and fair dealing 5
- Cannot limit liability for breaching that good faith covenant 5
One-member company. New Hampshire says an operating agreement of a single-member LLC is not unenforceable because only one person is a party to it (304-C:43). 6
Not confirmed for New Hampshire from an official source: whether a New Hampshire agreement is filed with the state.
What happens with no agreement
With no agreement saying otherwise, a New Hampshire LLC is managed by its members (304-C:47). 1
With no agreement saying otherwise, New Hampshire allocates profits and losses by the agreed value of each member's contribution at the date it was made (304-C:90). 2
What the template covers in New Hampshire
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
New Hampshire’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a New Hampshire LLC
You form a New Hampshire LLC by filing with New Hampshire’s Secretary of State.
The New Hampshire annual report is due April 1 every year. 7
Search the New Hampshire business records at the Secretary of State before you file: New Hampshire entity search.
The operating agreement for a New Hampshire LLC is separate from the New Hampshire formation filing.
Common questions
Is an operating agreement required for an LLC in New Hampshire?
New Hampshire's LLC act does not tell an LLC to adopt an operating agreement. Where the agreement is silent, the act says the members manage the company, as in 304-C:47. 1
Is there a New Hampshire LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member New Hampshire LLC have an operating agreement?
New Hampshire says an operating agreement of a single-member LLC is not unenforceable because only one person is a party to it (304-C:43). 6
Does a New Hampshire operating agreement need to be notarized?
None of the New Hampshire rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a New Hampshire operating agreement, and is it filed?
We could not confirm from an official New Hampshire source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with New Hampshire’s Secretary of State. 8
Also in New Hampshire
Sources 8 links, checked Sep 1, 2026 to Nov 13, 2026
- New Hampshire LLC act, section 304-C:47 gencourt.state.nh.us, checked Nov 13, 2026
Unless the operating agreement provides otherwise, a limited liability company shall be managed by its members.
- New Hampshire LLC act, section 304-C:90 gencourt.state.nh.us, checked Nov 13, 2026
Unless the operating agreement provides otherwise, profits and losses shall be allocated on the basis of the agreed value, as of the date of contribution, of the contributions made by each member
- New Hampshire LLC act, section 304-C:16 gencourt.state.nh.us, checked Nov 13, 2026
‘Operating agreement’ means any agreement, including any amendments or restatements, whether referred to as a limited liability company agreement, operating agreement, or otherwise, of the member or members as to the internal affairs of a limited liability company or the conduct of its business.
- New Hampshire LLC act, section 304-C:40 gencourt.state.nh.us, checked Nov 13, 2026
Unless a written operating agreement provides otherwise, an operating agreement, including amendments to the operating agreement, may be written, oral, or implied by course of dealing or otherwise.
- New Hampshire LLC act, section 304-C:107 gencourt.state.nh.us, checked Nov 13, 2026
the operating agreement may not eliminate the implied contractual covenant of good faith and fair dealing.
- New Hampshire LLC act, section 304-C:43 gencourt.state.nh.us, checked Nov 13, 2026
An operating agreement of a single-member LLC shall not be unenforceable on the ground that there is only one person who is a party to the operating agreement.
- New Hampshire annual report quickstart.sos.nh.gov, checked Sep 1, 2026
- Official state fee schedule for LLC filings sos.nh.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains New Hampshire’s rules. It is not legal or tax advice.
Ready to file? Start your New Hampshire LLC.