# New Hampshire: benefit corporation guide
Reviewed 2026-10-11 · Compared form: Benefit corporation

Educational guide to selected statutes and agency guidance, not every court decision or a company-specific legal/tax opinion.

Balanced score: 76 / 100

## Comparison baseline
A small, active, private stock C corporation, after its first tax year, using the lowest capital/receipts/share-count tier, no taxable income or taxable alternative-minimum base, and ordinary online filings where available. It operates in the state being compared. Yearly costs include registry reports and the identified minimum state tax/license charge; multi-year charges are annualized. Variable income, receipts, sales, payroll and local taxes, agents and one-time formation costs are additional.

## Benefit company option
Usual rule: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

This state: General benefit required; specific charter benefits optional.

Why it differs: New Hampshire offers Benefit corporation.

### Benefit company option
Score: 20
New Hampshire offers Benefit corporation. The benefit option receives the full form credit.
- [293-C:6](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-6.htm)

## Personal protections
Usual rule: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

This state: Charter may exculpate directors and officers against corporation/shareholder monetary claims except unentitled financial benefit, intentional harm, unlawful distributions and intentional criminal-law violation. Benefit-specific rule: Corporation mission-failure damages barred; director/officer compliant-duty and mission-failure monetary protection unless charter/bylaws override.

Why it differs: New Hampshire adds ordinary officer coverage; the charter must elect the ordinary protection. Both directors and officers eligible for ordinary charter exculpation.

### Protection for board members
Score: 6
New Hampshire has an identified director monetary-protection provision in the compared scope, which earns this credit. Charter may exculpate directors and officers against corporation/shareholder monetary claims except unentitled financial benefit, intentional harm, unlawful distributions and intentional criminal-law violation.
- [293-A:2.02(b)(4)](https://gc.nh.gov/RSA/html/XXVII/293-A/293-A-202.htm)

### Protection for company officers
Score: 6
New Hampshire extends ordinary protection to officers, which earns officer-scope credit. Charter may exculpate directors and officers against corporation/shareholder monetary claims except unentitled financial benefit, intentional harm, unlawful distributions and intentional criminal-law violation.
- [293-A:2.02(b)(4)](https://gc.nh.gov/RSA/html/XXVII/293-A/293-A-202.htm)

### Protection without extra setup
Score: 0
New Hampshire requires an elected charter provision for the scored ordinary protection; it gets no automatic-coverage credit. The clause must actually be put in the charter to help.
- [293-A:2.02(b)(4)](https://gc.nh.gov/RSA/html/XXVII/293-A/293-A-202.htm)

### Protection when a benefit goal is missed
Score: 2
New Hampshire earns the benefit-specific credit for company. Corporation mission-failure damages barred; director/officer compliant-duty and mission-failure monetary protection unless charter/bylaws override.
- [293-C:11(II)](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-11.htm)
- [293-C:7(III)](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-7.htm)
- [293-C:9(III)](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-9.htm)

### Board protection for benefit work
Score: 4
New Hampshire earns the benefit-specific credit for directors. Corporation mission-failure damages barred; director/officer compliant-duty and mission-failure monetary protection unless charter/bylaws override.
- [293-C:11(II)](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-11.htm)
- [293-C:7(III)](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-7.htm)
- [293-C:9(III)](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-9.htm)

### Officer protection for benefit work
Score: 4
New Hampshire earns the benefit-specific credit for officers. Corporation mission-failure damages barred; director/officer compliant-duty and mission-failure monetary protection unless charter/bylaws override.
- [293-C:11(II)](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-11.htm)
- [293-C:7(III)](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-7.htm)
- [293-C:9(III)](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-9.htm)

## Less paperwork
Usual rule: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

This state: Annual to shareholders by earlier of 120 days or other annual report; all reports public online, latest free on request if no website. State copy with $35. Failure to make report available triggers statutory administrative dissolution. Assessment rule: Third-party standard assessment required. Statute says report and assessment shall not be audited/certified by a third party; certification of report is not required.

Why it differs: New Hampshire: Annual; Required outside framework; state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

### How often reports are needed
Score: 5
New Hampshire: Annual. An annual report gets less ease-of-operation credit than a biennial report or no mandatory report because it must be prepared more often.
- [293-C:13](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-13.htm)

### Choice of impact framework
Score: 3
New Hampshire: Required. Using an outside framework reduces flexibility credit but earns transparency credit.
- [293-C:12(I),(III)](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-12.htm)

### Extra reports sent to the state
Score: 0
New Hampshire: State benefit-report filing. The extra filing removes the no-extra-filing credit; ordinary corporate reports are separate.
- [293-C:13](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-13.htm)

### Extra board or approval steps
Score: 3
New Hampshire has no additional scored benefit-director/report-approval step for this private-company scope, so it earns the ease-of-operation credit. Public-company rules and other duties may differ.
- [293-C:7-8](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-7.htm)
- [293-C:8](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-8.htm)
- [293-C:13](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-13.htm)

## Yearly state costs and taxes
Usual rule: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

This state: Registry reporting: $135 per year on an annualized basis. Minimum tax/license used here: $0. Small active domestic C corporation in a regular 2026 period, no taxable profit, gross business income no more than $109,000, and both gross receipts and enterprise-value base no more than $298,000. Merely having no profit is insufficient to exclude BET.

Why it differs: New Hampshire has a compared recurring floor of $135 per year, including $0 in identified minimum tax/license charges.

### Yearly filings plus minimum state taxes
Score: 9
New Hampshire has a compared recurring floor of $135 per year, including $0 in identified minimum tax/license charges. Small active domestic C corporation in a regular 2026 period, no taxable profit, gross business income no more than $109,000, and both gross receipts and enterprise-value base no more than $298,000. Merely having no profit is insufficient to exclude BET. Lower recurring floors earn more cost credit. Profit/receipts-based taxes and local charges are additional; this is not the whole tax bill.
- [annual report fee](https://www.sos.nh.gov/corporations-0/forms-and-fees/domestic-and-foreign-corporation)
- [293-C:13(IV)](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-13.htm)
- [Business Enterprise Tax & Business Profits Tax: rates, bases, 2025-onward filing thresholds and BET credit](https://www.revenue.nh.gov/taxes-glance/business-taxes)
- [March 10, 2026 filing guidance: $298,000 BET and $109,000 BPT thresholds](https://www.revenue.nh.gov/news-and-media/nh-department-revenue-administration-shares-2026-tax-tips-and-filing-guidance)
- [New Hampshire DRA: BPT/BET rates, 2025 onward filing thresholds and bases](https://www.revenue.nh.gov/taxes-glance/business-taxes)
- [New Hampshire DRA: business-profits-tax FAQ and apportionment](https://www.revenue.nh.gov/resource-center/frequently-asked-questions/business-profits-tax)
- [New Hampshire DRA: 2026 filing guidance confirming current thresholds](https://www.revenue.nh.gov/news-and-media/nh-department-revenue-administration-shares-2026-tax-tips-and-filing-guidance)

## Becoming a benefit company and changing back
Usual rule: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

This state: Becoming a benefit company: two-thirds of each class, including nonvoting. Two-thirds of every class/series including nonvoting for entry/exit and covered transactions. Changing back: two-thirds of each class, including nonvoting

Why it differs: New Hampshire entry uses two-thirds of each class, including nonvoting; exit uses two-thirds of each class, including nonvoting. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

### Ease of becoming a benefit company
Score: 6
New Hampshire: becoming a benefit company requires two-thirds of each class, including nonvoting. Ordinary votes receive more ease-of-change credit than two-thirds; three-quarters, 90% and unanimous gates receive less. Class votes, notice, appraisal and any higher charter requirements remain.
- [293-C:2;293-C:4-5](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-2.htm)

### Ease of changing status later
Score: 6
New Hampshire: changing back requires two-thirds of each class, including nonvoting. Ordinary votes receive more ease-of-change credit than two-thirds; three-quarters, 90% and unanimous gates receive less. Class votes, notice, appraisal and any higher charter requirements remain.
- [293-C:2;293-C:4-5](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-2.htm)

## Public transparency
Usual rule: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

This state: Mandatory stakeholder consideration; charter may prioritize mission interests. Independent benefit director required only if publicly traded; optional if private. Disclosure: Annual to shareholders by earlier of 120 days or other annual report; all reports public online, latest free on request if no website. State copy with $35. Failure to make report available triggers statutory administrative dissolution. Enforcement: Corporation; collective 2% of class/series at challenged act, directors, 5% parent equity, charter/bylaw designees. Secretary may revoke benefit status after court determination of mission failure.

Why it differs: New Hampshire requires public access to the report. Missed benefit reporting has dissolution consequences; court mission finding can revoke benefit status. Annual state reporting requires both $100 ordinary report and $35 benefit report.

### Reports the public can read
Score: 8
New Hampshire requires report access for people outside the company, so it earns public-access credit. Annual to shareholders by earlier of 120 days or other annual report; all reports public online, latest free on request if no website. State copy with $35. Failure to make report available triggers statutory administrative dissolution.
- [293-C:13](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-13.htm)

### Regular updates on progress
Score: 6
New Hampshire: Annual. Annual updates earn more transparency credit than biennial updates; no mandated report earns none.
- [293-C:13](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-13.htm)

### An outside impact framework
Score: 3
New Hampshire: Required. Using an outside framework reduces flexibility credit but earns transparency credit.
- [293-C:12(I),(III)](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-12.htm)

### A duty to consider the mission
Score: 3
New Hampshire makes a mission duty mandatory, so it earns this credit. Mandatory stakeholder consideration; charter may prioritize mission interests. Independent benefit director required only if publicly traded; optional if private.
- [293-C:7-8](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-7.htm)
- [293-C:8](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-8.htm)

## State taxes
New Hampshire Business Profits Tax (BPT) is 7.5% for taxable periods ending on or after December 31, 2023. For periods beginning in 2025–2026, filing is required above $109,000 of gross business income from all activities. Income is generally apportioned by single sales factor, and unitary businesses use combined reporting.
Business Enterprise Tax (BET) is separately 0.55% of the taxable enterprise-value base, generally compensation, interest and dividends. For periods beginning in 2025–2026, the filing threshold is over $298,000 of gross receipts or enterprise-value base. BET can apply without profit and may credit BPT. No single fixed annual business-tax minimum is stated.
DRA taxes gain-or-profit organizations carrying on New Hampshire business activity, not just incorporated entities. Filing thresholds use everywhere activity while tax bases are apportioned to the state. Cross-state operations, unitary membership and payroll/dividend/interest payments must be tested separately.

## Full reviewed legal topics

### purpose
General benefit required; specific charter benefits optional.

### board
Mandatory stakeholder consideration; charter may prioritize mission interests. Independent benefit director required only if publicly traded; optional if private.

### standard
Third-party standard assessment required. Statute says report and assessment shall not be audited/certified by a third party; certification of report is not required.

### report
Annual to shareholders by earlier of 120 days or other annual report; all reports public online, latest free on request if no website. State copy with $35. Failure to make report available triggers statutory administrative dissolution.

### enforcement
Corporation; collective 2% of class/series at challenged act, directors, 5% parent equity, charter/bylaw designees. Secretary may revoke benefit status after court determination of mission failure.

### benefitLiability
Corporation mission-failure damages barred; director/officer compliant-duty and mission-failure monetary protection unless charter/bylaws override.

### ordinaryExculpation
Charter may exculpate directors and officers against corporation/shareholder monetary claims except unentitled financial benefit, intentional harm, unlawful distributions and intentional criminal-law violation.

### statusChange
Two-thirds of every class/series including nonvoting for entry/exit and covered transactions.

## Costs and conditions

### regularReport
Domestic/foreign for-profit corporate annual report.

### benefitReport
Separate benefit-report fee; in addition to regular $100 annual report.

### minimumTax
There is no single flat annual business-tax minimum. For taxable periods beginning in 2025–2026, BPT filing is required when gross business income from all activities exceeds $109,000; BET filing is required when gross receipts from all activities or the enterprise-value base exceeds $298,000. BPT is 7.5% of taxable business profits. BET is 0.55% of the taxable enterprise-value base, generally compensation, interest and dividends, and can be due even when profits are zero. BET paid can credit BPT, subject to statutory rules. A business below both filing thresholds can have $0 of these taxes; crossing a filing threshold does not make gross receipts the tax base. The separate $100 annual report and $35 benefit report still apply.

## Conversion route
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Two-thirds of every class/series including nonvoting for entry/exit and covered transactions.

## Important distinctions
- Both directors and officers eligible for ordinary charter exculpation.
- Missed benefit reporting has dissolution consequences; court mission finding can revoke benefit status.
- Annual state reporting requires both $100 ordinary report and $35 benefit report.

## Source qualifications


## All reviewed official/primary links
- [293-C:6](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-6.htm)
- [293-C:7-8](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-7.htm)
- [293-C:8](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-8.htm)
- [293-C:12(I),(III)](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-12.htm)
- [293-C:13](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-13.htm)
- [293-C:11](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-11.htm)
- [293-C:11(II)](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-11.htm)
- [293-C:7(III)](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-7.htm)
- [293-C:9(III)](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-9.htm)
- [293-A:2.02(b)(4)](https://gc.nh.gov/RSA/html/XXVII/293-A/293-A-202.htm)
- [293-C:2;293-C:4-5](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-2.htm)
- [annual report fee](https://www.sos.nh.gov/corporations-0/forms-and-fees/domestic-and-foreign-corporation)
- [293-C:13(IV)](https://gc.nh.gov/RSA/html/XXVII/293-C/293-C-13.htm)
- [Business Enterprise Tax & Business Profits Tax: rates, bases, 2025-onward filing thresholds and BET credit](https://www.revenue.nh.gov/taxes-glance/business-taxes)
- [March 10, 2026 filing guidance: $298,000 BET and $109,000 BPT thresholds](https://www.revenue.nh.gov/news-and-media/nh-department-revenue-administration-shares-2026-tax-tips-and-filing-guidance)
- [New Hampshire DRA: BPT/BET rates, 2025 onward filing thresholds and bases](https://www.revenue.nh.gov/taxes-glance/business-taxes)
- [New Hampshire DRA: business-profits-tax FAQ and apportionment](https://www.revenue.nh.gov/resource-center/frequently-asked-questions/business-profits-tax)
- [New Hampshire DRA: 2026 filing guidance confirming current thresholds](https://www.revenue.nh.gov/news-and-media/nh-department-revenue-administration-shares-2026-tax-tips-and-filing-guidance)