Foreign LLC in New Hampshire (Form FLLC-1)

Form FLLC-1 is brief, and the state fee is modest, but New Hampshire remembers how long you operated before you filed. Under RSA 304-C:180, an unregistered foreign LLC owes the state the fees that registration would have generated for every year, or slice of a year, in which it did business here, along with penalties. The Attorney General may bring proceedings to collect. Keep that in mind when you decide whether to wait.

The registration requirement itself is in RSA 304-C:175: before doing business in New Hampshire, a foreign LLC has to register and file its application. "Doing business" is defined by exception, and RSA 304-C:174 supplies the exceptions. The state's list of eleven activities that "among others" do not count is generous.

Exempt activities include litigating or settling a dispute, holding member or manager meetings, running bank accounts, acting as transfer agent or trustee for your own interests, selling by way of independent contractors, orders that must be accepted out of state before they bind, creating debt or security interests, enforcing security for debts, holding title to property and doing nothing further with it, one transaction completed inside 30 days and not repeated in the ordinary course, and interstate commerce.

Section 174 also says that simply holding a controlling interest in a corporation, being a limited partner, or being a member or manager of an LLC that does business here is not itself doing business. The last paragraph is a warning. The list does not govern service of process, taxation or other regulation, and it expressly leaves room for the state to find that you carry on a business activity under the business profits tax statute (RSA 77-A:1, XII). So an LLC can be unregistered in good faith and still be a taxpayer. The list says "among others," which means it is not a complete safe harbor, and an uncertain case deserves advice from a New Hampshire attorney.

The Corporation Division at the Secretary of State receives the application. You can file online through NH QuickStart or mail the paper form with a check payable to the State of New Hampshire. If the filing is accepted by mail, the form says a stamped copy comes back within 30 days. The QuickStart notice says processing may run up to five business days, and pending filings can be expedited in person at the customer lobby for an extra $25. Online payments also carry a $2 handling charge.

The application covers what RSA 304-C:175 lists: the LLC's name and, if different, the name it will use here; where and when it was formed; what business it will conduct in New Hampshire; the registered office and the agent's name and address; an affirmation of good standing back home; and the name and address of the manager or member who signs. The form also has optional lines for a principal office and email address, and a box for the state's courtesy annual report reminder by email.

The state charges $100 to file. At checkout you pay $199 to us plus that $102 charge, $301 altogether today.

New Hampshire does not ask for a certificate from your home state. Since November 1, 2023, the statute (RSA 304-C:175, V) has asked for an affirmation that the entity is in good standing with the agency where its formation document is filed. Article SEVENTH of the form is where you make it, confirming the LLC is current in the place it was formed, with all reports filed and fees paid. Nothing goes with the application, so there is no document age to track. Because you are affirming it, check that your home state shows the LLC as current before you sign.

Under RSA 304-C:177, the name must be one a New Hampshire LLC could register. It includes a designator, whether spelled out or written as L.L.C., LLC or a similar form, and it has to be distinguishable from names already on the state's records. Differences that do not count include an article, a plural, spelling that sounds the same, an abbreviation, a prefix or suffix, a different entity designator, an added number, punctuation or spacing.

If the name is not available, the form tells you to enter the name you will use in New Hampshire, and a trade name application must be filed too, for an additional $50. The state also allows a fictitious name when the Secretary of State determines the real name is unavailable. If your name lacks a designator, add one on the form.

RSA 304-C:177, IV says every foreign LLC needs a registered office and a registered agent inside New Hampshire at all times. The office can be the same as any of your places of business here. The agent can be a New Hampshire resident whose business office matches the registered office, a corporation organized or authorized under New Hampshire law with the same office, a limited liability company formed or authorized under RSA 304-C, or a limited liability partnership.

The addresses are strict. The form says a street or physical address must be given and that an application naming no agent, or giving an out-of-state address, will not be processed. The state's guidance adds that the registered office cannot be a P.O. box and that an agent should generally be available at the office during regular business hours. The agent is the one who receives service of process, notice and demands (RSA 304-C:181).

RSA 304-C:180 bars a foreign LLC doing business here from starting or pursuing any case in a New Hampshire court until it has registered and paid every fee owed for the unregistered period. No fixed late fee is in the statute. The cost is the back fees and penalties that would have applied, counted by year.

Several protections remain. The gap does not impair any contract or act of the LLC, and it does not stop the other side of a contract from suing on it. The LLC can still defend a case. Members and managers are not on the hook for company obligations only because the LLC worked here unregistered. In addition, an unregistered LLC doing business in the state is treated as having named the Secretary of State to receive process in suits arising from that business (RSA 304-C:182).

Once registered, a foreign LLC sends the state an annual report for $100 (RSA 304-C:194). The first one falls in the window from January 1 to April 1 of the following year, unless you registered between December 1 and April 1, in which case you skip that current year. Missing April 1 adds a $50 late fee. The state can revoke a registration after a report sits 60 days past due or after 60 days with no agent or office in place, but it sends written notice and allows another 60 days to fix the problem (RSA 304-C:183 and :184).

Business profits tax or business enterprise tax registration may also apply to your company, depending on its activities. To close the New Hampshire registration, file Form FLLC-3, a certificate of cancellation, for $35. The forms page also lists a tax certificate from the Department of Revenue Administration, and RSA 304-C:179 mentions a withdrawal statement under RSA 77-A:18.

Supply your company's home-state details at checkout, and our team drafts Form FLLC-1 and submits it to the Corporation Division. Year one of the New Hampshire agent is on us; after that it is $149 annually. If a summons or other legal paper reaches the agent, we scan it and upload it to your account on the day it arrives, with no fee.

What you pay now takes care of the registration and the first agent year. The yearly report and any tax filing stay with you. We file paperwork and do not give legal advice. Corporations register through the same checkout with the same state fee, and $301 is their total too.