New Hampshire Authority to Transact Business for a Corporation From Elsewhere

New Hampshire calls a corporation foreign when another state, territory or country chartered it. The corporation stays what it is, with its charter, bylaws and home-state existence intact. What New Hampshire adds is a certificate of authority, which the business corporation act requires before a foreign corporation may transact business here (RSA 293-A:15.01). The certificate gives the corporation the rights, duties and penalties of a New Hampshire corporation of like character, though the state does not regulate its internal affairs (RSA 293-A:15.05).

In Concord, the Secretary of State's Corporation Division processes the application. A foreign professional corporation uses a sibling form, Form 40PC, at the same price. This page is about the ordinary for-profit corporation. A corporation formed for a nonprofit purpose follows a different route. A business trust formed under another state's law is treated as a foreign corporation for this purpose.

The statute draws the line by naming what is not transacting business. RSA 293-A:15.01(b) says these activities, among others, do not count:

• Litigation the corporation brings, defends or settles
• Meetings of the board or shareholders, and anything else internal to the corporation
• Bank accounts
• Offices or agencies that transfer, exchange or register the corporation's own securities, and trustees or depositaries for those securities
• Selling through independent contractors
• Soliciting or obtaining orders, whether by mail, employees, agents or otherwise, when the orders need acceptance outside the state before they become contracts
• Borrowing, lending and securing loans with mortgages or other security interests in any kind of property
• Collecting what is owed and enforcing mortgages or other security for it
• Owning real or personal property "without more"
• A one-time transaction completed in 30 days, apart from any run of similar transactions
• Interstate commerce

The statute adds that the list is not exhaustive, so something missing from it is not automatically safe. It also warns that none of this settles whether a corporation is carrying on business activity for purposes of the state's business profits tax. A company can be outside the certificate requirement and still owe tax filings. If you are in doubt, for instance with steady local sales run from a leased office, put the question to a New Hampshire attorney.

Owning property

Because the statute says owning real or personal property "without more" does not count, a corporation that only holds a building, land or equipment in New Hampshire has not triggered the certificate on that fact. The words "without more" are where the risk sits. Add staff working here or an operating location and the picture changes.

Form 40 is the state's application for a foreign for-profit corporation's certificate of authority. RSA 293-A:1.22 sets the state's fee at $100. NH QuickStart takes the filing online, with a $2 handling charge on electronic payments (RSA 5:10-a). On paper, the corporation signs the form, mails it, and pays by check made out to the State of New Hampshire. By mail, expect a stamped copy within 30 days if the filing is accepted; the state warns that a cashed check is only proof of receipt.

What the form asks

• The corporation's exact name as registered at home, punctuation included
• The name it will use in New Hampshire, which differs only if the home name needs an ending or is unavailable
• The street address of its principal office
• Where it is incorporated, when, and for how long
• The New Hampshire agent, and the registered office at the agent's street address
• The principal purposes it will pursue here, with an optional business code
• The affirmation of good standing, described below
• Current officers and directors, each with a business address, plus an officer's signature

The signer is the chairman, the president or another officer. The form also carries a note that any offer of the corporation's stock will comply with the state securities act.

Corporations often assume the home state's certificate of existence is part of the package. New Hampshire does not ask for one. Since November 1, 2023 the statute has asked instead for an affirmation that the corporation is current with whatever agency holds its articles at home (RSA 293-A:15.03). Form 40 puts the affirmation in Article EIGHTH: the corporation has filed all reports and paid all fees required by law. The signing officer is vouching for that, so check the home-state record first. With no certificate attached, there is no age limit to track.

Form 40 needs the home-state name exactly. If it lacks Corporation, Incorporated, Limited, PBC or one of their abbreviations, the corporation may add one for use in New Hampshire (RSA 293-A:15.06). When the name is not available here, an available fictitious name can be used instead. In that case the form requires a trade name application ($50 extra) and a board resolution adopting the name, signed by the secretary.

The registered agent and office

Under section 15.07 a foreign corporation continuously maintains a registered office and an agent in the state. The office can be the same as one of the corporation's places of business. The agent may be a New Hampshire resident individual; a corporation that is organized or authorized in the state under RSA 292, RSA 293-A or RSA 294-A; an LLC organized or authorized there under RSA 304-C; or an LLP organized or authorized under RSA 304-A:44. In every case the business office of the agent and the registered office are the same address. Form 40 notes that an application is not processed when it names no agent or gives an out-of-state address. The agent takes service of process, notices and demands addressed to the corporation (RSA 293-A:15.10). If the corporation cannot be served that way, the statute allows service by certified mail to its secretary at the principal office.

Changing the agent or office later is a separate Statement of Change, Form 10, at $15.

The annual report window runs January 1 through April 1 every year, and the fee is $100. Reporting starts the calendar year after authority is granted, except that a certificate issued from December 1 to April 1 means no report is due for that first year. The report lists the principal office, the registered office and its agent, directors and officers with business addresses, and a short business description, all current as of January 1. A report that omits something is returned, and a corrected one delivered within 30 days of notice counts as on time. Filing or paying after April 1 adds $50.

When the report does not arrive

A report that is two months late, fees unpaid for 60 days, or no agent or office for 60 days lets the Secretary of State start the revocation process. The state mails written notice and may revoke, unless the corporation fixes the problem within 60 days of the notice. Reinstatement pays the fees in arrears. Once 120 days have passed, it adds the annual fees for the intervening years, if the corporation operated here, and a no-taxes-due certificate from the Department of Revenue Administration.

Changes and leaving

A change of corporate name, duration or state of incorporation needs an amended certificate (Form 42, $35). To withdraw, file Form 44 ($35) and attach a tax statement from the Department of Revenue Administration. The filing designates the Secretary of State to receive later process for claims from the authorized period.

RSA 293-A:15.02 sets out the cost of transacting business without authority. Until the certificate is issued, the corporation cannot maintain any proceeding in a New Hampshire court. A successor, or someone who takes over a cause of action from the corporation, is barred in the same way. Courts have power to pause a case while they decide whether a certificate was required.

Money is the other consequence. The corporation owes the state the amounts it would have been charged had it applied on time and kept up with its reports, across every year, full or partial, during which it operated without authority, plus penalties for late payment. The attorney general brings the proceeding to collect.

The statute sets no fixed fine or per-day charge, and it limits the harm: missing authority does not invalidate the corporation's acts or stop it from defending a proceeding. Because the liability grows by year, registering when operations begin is the cheaper path.

Mainstay Filing's foreign qualification service is for for-profit corporations formed in other states. It prepares and files the New Hampshire application, and the registered agent comes free for year one and then costs $149 a year. You provide home-state details such as the incorporation date and your officers and directors. Home-state documents are not ordered by Mainstay Filing, and New Hampshire does not need one.

The annual report, any tax filings and later amendments are yours to handle. New Hampshire's agent rules name specific kinds of entity, a state resident or an entity organized or authorized under its corporation, LLC or LLP laws, so confirm with Mainstay Filing support, before ordering, that its agent is eligible. The New Hampshire foreign qualification page shows what checkout adds up to, and the New Hampshire registered agent page explains how the agent service works. For legal advice, use your own attorney: Mainstay Filing files and serves as agent, and it is not a law firm.