How to Form a Foreign Limited Liability Company in New Hampshire – Application for Registration as a Foreign Limited Liability Company

The New Hampshire Application for Registration as a Foreign Limited Liability Company has been set, by the New Hampshire Secretary of State, as a required form when an out-of-state entity wishes to register and operate as a Limited Liability Company. This form will need to be filed by mail or in person with the New Hampshire Secretary of State with a full payment of the Filing Fee ($100.00). Any other filings bearing fees should have their fees added to the New Hampshire Application for Registration as a Foreign Limited Liability Company’s Filing Fee. For instance, if the foreign Limited Liability Company intends to submit a New Hampshire Application for Registration of Trade Name with the New Hampshire Application for Registration as a Foreign Limited Liability Company the full payment must be $100.00 + $50.00 = $150.00.

The New Hampshire Secretary of State will generally complete a filing in about four weeks thus, you will receive a filed stamped copy of a a successful filing within 30 days. It should be noted, the acceptance of the Filing Fee payment only confirms receipt of the documents sent and should not imply approval.

How To File

Step 1 – Go the New Hampshire QuickStart Log In page (https://quickstart.sos.nh.gov/online/Account)to sign in to your account. Enter your User Name then Password in the first and second fields (respectively) above the button labeled “Log In.”

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Step 2 – The first page after you log in will be your Dashboard. From here, you may manage your account as well as your online filings. Locate the “Create a Business Online” button on the left (fourth item below the heading “Online Services”). This will direct the browser to the first page of the online New Hampshire Application for Registration of a Foreign Limited Liability company.

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Step 3 – The next step will be to define the entity type being formed. Initially there are only two radio buttons on the page however, selecting one will generate two fields with a drop down list. Select the radio button labeled “I am creating a new Domestic Business/Trade Name (D/B/A).” In the field labeled “Business Type,” select “Limited Liability Company (LLC or PLLC).” In the next field that generates, “Select a LLC type,” select “Limited Liability Company.” Once you have done this, select the button labeled “Continue.”

 

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Step 4 – “Article First” will have a text field available so that you may report the Full Name of the foreign Limited Liability Company as it is known in its Home Jurisdiction. This should appear precisely as it is recorded on the record books in its home state. This should auto populate “Article Second.” The Name will be reviewed by the New Hampshire Secretary of State for availability, however if you are aware this Name is taken you may fill in the Name the foreign Limited Liability Company shall use in the State of New Hampshire in the text field available in “Article Second.”

Step 5 – “Article Third” requires a definition for the Origin State of the foreign Limited Liability Company. You may pick out the appropriate State/Province/Jurisdiction from the drop down list labeled “Domestic State.”

Step 6 – In “Article Fourth,” use the field labeled “Date of Formation” to enter the precise Date the foreign Limited Liability Company was organized in its Home State.

Step 7 – In “Article Fifth” the Principal Purpose will need to be documented. This may be accomplished by choosing the general NAICS Code that may be applied to the foreign Limited Liability Company from the drop down list labeled “NAICS Code.” This will generate a second NAICS drop down list on the right where you may further define the purpose by selecting one of the specific NAICS Codes provided. Select the button labeled “Save Purpose.” This will, then, display the Purpose in a small table which may be removed at any point (using the “remove” icon.” Once you have entered all the information on this page, select the button labeled “Continue” at the bottom of the page.

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Step 8 – The first field at the top of the page, “Business Email Address,” requires you to report a valid and well-maintained Email Address the New Hampshire may use to correspond and send notices to when attempting to reach the foreign Limited Liability Company.

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Step 9 – Next in “Article Sixth,” you must report the New Hampshire Registered Agent obtained by the foreign Limited Liability Company who has consented to receive Service of Process and other court actions aimed at the foreign Limited Liability Company. There are two options for this.  First enter either the Full or Partial Name of the New Hampshire Registered Agent in the text field labeled “Search Agent Name” then select the button labeled “Search.” This will generate a table with New Hampshire Registered Agents with an existing record on the books with the New Hampshire Secretary of State. You may select the appropriate Name using the radio buttons on the left of the entry being reported. Once you have made the appropriate selection, Save the Registered Agent. This will display a table with the Registered Agent’s information. If the New Hampshire Registered Agent is not listed in the table, you must select the button labeled “Create Registered Agent”

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Step 10 – In the event you had to select “Create a New Agent,” a pop up window will appear. This is where you will enter and save the New Hampshire Registered Agent information. Begin by indicating if this is an Individual or a Business by selecting the appropriate choice from the drop down list labeled “Agent Type.” For our purposes select “Business,” then enter the Full Name of the Registered Agent in the text field labeled “Agent Business Name.” Below this, report the New Hampshire Registered Agent’s Email Address in the field labeled “Agent Name.” Next, locate the heading “Registered Office Address.” Use the fields labeled “Street Address 1,” “Street Address 2,” “Zip Code,” “City,” “Country,” “State,” and “Country” to enter the Address of the Geographical Location of the foreign Limited Liability Company’s New Hampshire Registered Agent.” If the New Hampshire Registered Agent receives its Mail at its Physical Location, then select make a check mark by clicking the box labeled “Same As Office Address.”  If not, then you must enter the Full Mailing Address under the heading labeled “Registered Mailing Address.” Several fields will be provided (“Address 1,” “Address 2,” “Zip Code,” “City,” “Country,” “State,” and “County.” Once you have entered all the required information, select the button labeled “Create Agent.”

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Step 11 – Next you will need report the intended Lifespan of the foreign Limited Liability Company. That is, how long does the foreign Limited Liability Company intend to operate as such. If there is no set date where the foreign Limited Liability Company will cease its activities, then select the radio button labeled “Perpetual.” If the foreign Limited Liability Company has determined a specific date when it will cease its activities, select the radio button labeled “Term Date.” If there is a Term Date, then you must enter the Date of Dissolution in the text field following the words “Term Date.”

Step 12 –  “Article Seventh” shall state the foreign Limited Liability Company must operate in compliance with Uniform Securities Act (RSA 421-B).

Step 13 – The next section shall give you the opportunity to attach a file to this online form as a “General Upload.” First, enter the Description of the file being uploaded in the field labeled “File Description.” This should be a short description. Then, using the “Choose File” button, find the file you wish to attach to this online form from your computer then upload it to the filing. Once you have done this, the file and its description will be displayed in a table that generates upon a successful uploading.

Step 14 – The “Principal Office Information” section will have two areas. One to enter the Physical Location of the foreign Limited Liability Company’s Principal Office and one to report the Mailing Address of the foreign Limited Liability Company. When entering a Physical Address (under the heading “Business Address”) keep in mind that you may not use a PO Box Number. This may only be done in the area under the “Mailing Address” heading. You may use the fields labeled “Street Address 1” and, if necessary, “Street Address 2” to report the Building Number, Street, and Unit Number where the foreign Limited Liability Company’s Principal Office may be physically found. Then enter the appropriate information in the fields labeled “Zip Code,” “City,” “Country,” and “County” defining where the foreign Limited Liability Company is Physically located. You may either place a check mark in the box labeled “Same as Business Address” (found on the “Mailing Address” heading line) to auto populate the “Mailing Address” area with the information reported in “Business Address” or use the “Address,” “Street Address 2,” “Zip Code,” “City,” “Country,” “State,” and “County” fields to report a separate Mailing Address.

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Step 15 – Finally, you will need to locate the section labeled “Certify.” Here, the filer of this online form must place a check mark in the box under the word “Certify.” This will bind the filer to the authenticity of this document, verify he or she has been given explicit permission by the foreign Limited Liability Company to submit this information, as well as state the Electronic Signature shall act in compliance with the Electronic Signatures in Global and National Commerce Act (e-Sign) and N.H. RSA 394-E.  Once this has been done, select the button labeled “Continue.” This will guide the browser to an area where you may review and pay for your filing. The Filing Fee for the online New Hampshire Application for Registration of a Foreign Limited Liability Company. Note: Payment of the $100.00 Filing Fee must be made in order for this document to be processed. This may be remitted with a prepaid ACH account or major credit card.

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Step 16 – Every year all Limited Liability Companies (foreign and domestic) must submit a New Hampshire Annual Report to the New Hampshire Secretary of State online (https://quickstart.sos.nh.gov/online/Account) by April 1.  A Payment of $100.00 (Filing Fee) must be submitted as well. This may be done with a prepaid ACH account or a major credit card.

 

How To File By Mail

Download Form

Step 1 – The “Download Form” link above will give you access to a PDF version of the New Hampshire Application for Registration of a Foreign Limited Liability Company. This will grant you the ability to fill the application in on-screen with a form friendly browser or a PDF editing program. You may also simply print the file then use a type writer to fill in the information.

Step 2 – On the blank line provided in the First Item, report the Full Legal Name of the foreign Limited Liability Company as it appears on the books in the jurisdiction of its home state. Make sure this matches that jurisdictions governing entity records precisely including any variations in grammar.

Step 3 – The Second Item may be considered conditional upon the situation. In some cases, a foreign Limited Liability Company does not have a Business Designator as a suffix or is not a unique Name in the State of New Hampshire. If this is the case, the foreign Limited Liability Company will need to operate and be known as an alternative Trade Name. Report such a Trade Name on the blank line provided. You must attach a New Hampshire Application for Registration of Trade Name (Filing Fee $50.00). Note: Make sure this is a unique Name with the Business Designator (i.e. “Limited Liability Company,” “LLC,” “L.L.C.”).

Step 4 – In the section labeled “Principal Business Information,” you will have the option of reporting the Physical Address and (if applicable) Mailing Address of the foreign Limited Liability Company’s Principal Office. If reporting this information then enter the Building Number, Street, any applicable Suite or Unit Number, City, State, and Zip Code where the foreign Limited Liability Company’s Principal Office is physically located. The second line will be reserved for the Mailing Address of the foreign Limited Liability Company’s Principal Office should it differ from the Physical Address. Below this will be two blank lines labeled “Business Phone” and “Business Email” respectively. Here enter an operational and up to date Phone Number and Email Address the New Hampshire Secretary of State may use to contact the foreign Limited Liability Company. Finally, if you would like to receive Annual Report Reminder via email, place a check mark on the blank space before the words “Please check…”

Step 5 – In the Third Item, you must report the jurisdiction where the foreign Limited Liability Company formed on the blank line provided. This should be either a State Government’s Jurisdiction or another Nation’s Jurisdiction.

Step 6 – On the blank line in the Fourth Item, enter the exact Date the foreign Limited Liability Company was officially formed in the eyes of its home state’s jurisdiction.

Step 7 – In the Fifth Item, define the exact Nature of the foreign Limited Liability Company, the Purpose for operating in the State of New Hampshire, and how it will conduct its affairs. The New Hampshire Secretary of State will not accept any general definitions to this item, if available, it is also recommended you supply the NAICS Code and Sub Code defining the Limited Liability Company’s activities.

Step 8 – The Sixth Item will need a full report regarding the New Hampshire Registered Agent obtained by the foreign Limited Liability Company. On the first line, report the Full Name of the foreign Limited Liability Company’s New Hampshire Registered Agent. Then on the second line, report the Complete Business Address of the New Hampshire Registered Agent obtained by the foreign Limited Liability Company. Note: This must be an Address in the State of New Hampshire. If you did not report the foreign Limited Liability Company’s Principal Office Address, the New Hampshire Registered Agent’s Address will be used as a means of communication by the New Hampshire Secretary of State.

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Step 9 – The last section of the New Hampshire Application for Registration of a Foreign Limited Liability Company will be composed of several items requiring attention. The foreign Limited Liability Company must authorize a Manager or a Member (if the LLC is Member-managed) to submit this document. This party must Sign his or her Name on the blank line labeled “Signature,” print his or her Name on the blank line labeled “Print or type name,” report his or her position with the foreign Limited Liability Company on the blank line labeled “Title,” and provide the Date this document is being Signed on the blank line labeled “Date signed.” Below this, on the blank lines following the words “Complete address of person signing,” the Signature Party must provide his or her Complete Address.

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Step 10 – Once you have gathered any required attachments with the New Hampshire Application for Registration of Foreign Limited Liability Company, you may submit this paperwork to the New Hampshire Secretary of State in person or by mail. Make sure to include a check as a payment for the Full Filing Fee ($100.00). This should be made payable to the “State of New Hampshire.” If there are any additional fees, they must be added to the Filing Fee.

Mail To:

Corporation Division
NH Dept. of State
107 N Main St, Rm 204
Concord, NH 03301-4989

Deliver To:

State House Annex
3rd Floor, Rm 317
25 Capitol St
Concord, NH

Step 11 – It will be the responsibility of each Limited Liability Companies in New Hampshire (including foreign Limited Liability Companies) to file an Annual Report by April 1 with the Secretary of State every year it is active. The Filing Fee for the New Hampshire Annual Report will be $100.00. You may file this online here: https://quickstart.sos.nh.gov/online/Account.