Register a Foreign LLC in New Hampshire
New Hampshire Foreign LLCs are limited liability companies that do business in New Hampshire but were formed in another state or jurisdiction. When a foreign LLC wants to do business in New Hampshire, it needs to submit an Application for Registration as a Foreign Limited Liability Company to New Hampshire's Department of State (DOS), and pay the $100 ($102 if filing online) state filing fee. New Hampshire case law and statutes offer guidance on what activities are legally considered doing business. For instance, you are conducting business in New Hampshire if you reasonably anticipate a possible lawsuit in the state, perform construction work, engage in intrastate commerce (for several months), or you pay employees in the state of New Hampshire.
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How to Register a Foreign LLC in New Hampshire
To establish a foreign LLC in New Hampshire, you must complete a process called foreign qualification. This requires you to fill out an Application for Registration as a Foreign Limited Liability Company to the New Hampshire DOS. Here’s how it works:
1. Appoint a New Hampshire Registered Agent
Your New Hampshire Registered Agent can be an individual New Hampshire resident or a business that provides a registered agent services. Either way, your registered agent must maintain a physical address in New Hampshire and be available during standard business hours to accept legal mail.
Can I be my own registered agent for my New Hampshire foreign LLC?
You can if you live in and have an address in New Hampshire. But since you’re looking to register a foreign LLC in New Hampshire, you probably don’t check the box as a local resident. That’s why most business owners looking to register a foreign LLC will hire a professional registered agent service.
Why hire a professional registered agent?
A professional registered agent can help you keep your private information off public record by allowing you to use their name and address on state registration documents.
2. Complete the Application for Foreign LLC Registration
To register your foreign LLC in New Hampshire, you’ll have to complete the state’s Application for Foreign Limited Liability Company Registration and file it with the New Hampshire’s DOS. On this form, you’ll include:
- The name of your LLC
- The name under which your LLC will do business in New Hampshire
- Your principal office address
- Your principal mailing address (if different)
- Your business phone (optional)
- Your business email (optional)
- The jurisdiction where you formed your LLC
- The date you formed your LLC
- The specific purpose of your business, such as “art restoration”
- The name of your New Hampshire registered agent
- The address of your New Hampshire registered agent
- The names, addresses, and titles of your members and/or managers (optional)
- Your signature, title, address, and the date signed
Bear in mind that if the business name you’d like to use isn’t available in New Hampshire or violates New Hampshire’s naming laws, you may use a “doing business as” name (a.k.a. trade name). This costs an additional $50.
Ready to do business in The Granite State? Register your New Hampshire foreign LLC with Northwest.
How much does it cost to file the Application for Registration?
New Hampshire charges $100 to file a foreign LLC registration application in New Hampshire. There is an additional $2 service fee if you file online. You can expedite your filing for an additional $25.
How do I file my Application for Registration?
You may file your Application for Registration online, by mail, or in person. If you file with a paper form, use black ink and standard 8.5 x 11. inch paper. Make any check payable to State of New Hampshire.
Corporation Division, NH Dept. of State
107 N Main St, Rm 204
Concord, NH 03301-4989
State House Annex, 3rd Floor, Rm 317
25 Capitol Street
Concord, NH 03301
Do I need a Certificate of Good Standing from my LLC's home state?
No, New Hampshire does not require a Certificate of Good Standing.
Do New Hampshire foreign LLCs need to file a Certificate of Formation?
No, your foreign LLC will not need to file a New Hampshire Certificate of Formation. Foreign registration in New Hampshire simply requires a completed Application for Foreign Limited Liability Company Registration.
3. Find Foreign Registration Documents Online
After submitting your Application for Foreign Limited Liability Company Registration to New Hampshire’s DOS, a copy of the original filing will appear in your New Hampshire QuickStart! account. It will also appear in New Hampshire’s Business Entity Search.
How long will it take New Hampshire to process the Application for Registration?
New Hampshire processes online filings in about 3-7 business days. Mailed filings can take up to 2-3 weeks to be processed, plus additional time for mailing.
New Hampshire Foreign LLC Registration FAQ
How do I amend my New Hampshire foreign LLC registration application?
You may amend your foreign LLC registration application by filling out the Amendment to Application form. This form is $35 plus a $2.00 online service fee if filing online.
What qualifies as doing business in New Hampshire?
New Hampshire doesn’t specifically define doing business, but generally, doing business includes having a physical presence in the state, such as a business office, warehouse, store or employees.
If this sounds vague, learning what doesn’t count as doing business may prove more helpful. According to Chapter 293-A, Section 293-A:15.01, the following activities are not considered doing business in New Hampshire:
- transacting occasional or short-term business in interstate commerce
- maintaining a bank account in the state
- holding meetings in the state
- performing one isolated transaction that can be completed within 30 days
- selling products though third-party sellers
- maintaining, defending, or settling any type of proceeding
- owning real property and nothing more
- creating or acquiring indebtedness, mortgages, and security interests in real property or collecting debts
- acquiring product orders from New Hampshire that require acceptance from outside the state
For more information, check out: What Does It Mean To Do Business in a State?
What could happen if I don’t file a foreign LLC in New Hampshire?
If you don’t register your foreign LLC, you’re likely to run into some problems. Per NH Rev Stat § 304-C:180 (2021), foreign LLCs that fail to register with the state cannot file a lawsuit in New Hampshire. New Hampshire may also fine your LLC and make you pay back taxes and fees for the time you operated your business in New Hampshire without registering.
Do I need to file an annual report for my New Hampshire foreign LLC?
Yes. New Hampshire requires all LLCs, foreign and domestic, to file a New Hampshire Annual Report by April 1st. The cost to file is $100 (add $2 if paying online).
How will my New Hampshire foreign LLC be taxed?
Foreign LLCs in New Hampshire are taxed as a pass-through entities by default. This means that the LLC itself doesn’t pay taxes. Instead, its profits (or losses) pass through the LLC and onto the tax returns of the members of the LLC. The members are then responsible for paying taxes to the IRS, including 15.3% in self-employment taxes. LLCs can also elect to be taxed as an S-Corp or C-Corp.