A Foreign LLP Registering in New Hampshire

In New Hampshire's partnership law, a partnership that holds LLP status under another jurisdiction's law is a foreign registered limited liability partnership. RSA 304-A:50 controls. Prior to transacting business in the state, the partnership files its notice of registration on the form the Secretary of State provides. The state's word is registration, not qualification, and the home jurisdiction's law keeps governing the partnership's internal governance and what its partners owe on its debts (RSA 304-A:50, VII).

The Concord office that takes the filing is the Corporation Division. The statute also says a foreign registered LLP is not subject to RSA 305-A (RSA 304-A:50, IX).

The duty applies before "transacting business in this state," and the partnership statute does not define that phrase. It also contains no inventory of excluded activities. Other New Hampshire laws have such lists, for business corporations and for LLCs, but the lists belong to those entities and this page does not apply them to an LLP. If you are trying to decide whether a bank account, a partners' meeting or an investment property in the state is enough, the statute gives no answer, so a New Hampshire attorney should look at your facts.

The statute does add a separate requirement that is easy to overlook. Before transacting business here, the foreign LLP must also comply with any statutory or administrative registration or filing requirement that governs the particular kind of business the partnership is in (RSA 304-A:50, IV). A partnership offering a licensed service, for example, deals with the licensing body as well as the Secretary of State.

Taxes are separate

Registering is one thing and New Hampshire business taxes are another. This page does not cover tax registration.

Form FLLP-1 is titled Notice of Registration as a Foreign Registered Limited Liability Partnership, and RSA 304-A:51 prices the notice at $100. QuickStart accepts the notice online, and a $2 charge is added to electronic payments. By mail, send the signed form and a check payable to the State of New Hampshire. For mailed filings the form promises a stamped copy within 30 days once accepted, and it cautions that depositing the check proves nothing about acceptance.

What the notice contains

• The exact name of the partnership
• The name it will use in New Hampshire, with the required LLP ending
• The street address of its principal office
• The state or country where it is formed and registered as an LLP
• The initial registered agent and the registered office address
• A brief statement of the business it conducts, with an optional business code
• The signature of a partner authorized to execute the document, with the signer's printed name, date and address

If the partner who signs is not a natural person, the statute has a general partner of a limited partnership, an officer of a corporation, or a member or manager of an LLC sign on its behalf. The form also lets you pick an email reminder about the annual fee.

The notice of registration lists the information it must contain, and a certificate from the home state is not on the list. Form FLLP-1 has no good-standing statement either. All it needs on this point is the jurisdiction in which the partnership is formed and registered as an LLP. Since nothing is ordered from home for the initial registration, there is no age limit to track.

One later filing is different. A notice of change of name for a foreign registered LLP has to be accompanied by a certificate showing the partnership's existence and good standing, authenticated no more than 60 days earlier (RSA 304-A:48). A partnership that may rename itself should plan for that step, but it does not apply to the first registration.

The name registered in New Hampshire must carry an LLP designation as its last words or letters. The statute accepts "limited liability partnership," "registered limited liability partnership" and "professional limited liability partnership," and the abbreviations LLP, R.L.L.P., P.L.L.P., PLLP, P.L.L. and PLL. If the home name is not available here, the partnership may use an available fictitious name, and the form then asks for a trade name application with an extra $50.

The registered agent and office

RSA 304-A:49 gives every foreign registered LLP a registered office and a registered agent to maintain. The agent can be a person living in New Hampshire, or a business entity that New Hampshire law recognizes: a corporation under the statutes in RSA 292, 293-A or 294-A, an LLC organized under RSA 304-C, or an LLP governed by RSA 304-A:44, organized or authorized in the state. Each must keep its business office at the registered office. The form says the application comes back unprocessed when it names no agent or an out-of-state address. Changing the agent or office is a notice that costs $15. An agent that moves within the state can update the registered office for its LLP clients on its own signature, and an agent can resign by filing a written notice.

A registered foreign LLP pays the Secretary of State an annual fee of $100, between January 1 and April 1. The first fee falls in the year after registration, except that a partnership registered between December 1 and April 1 does not pay that year. A $50 late fee applies after April 1. Other changes to the information on file are reported with a notice of change, which costs $35.

Losing the registration

A registration lasts until the partnership withdraws it or until a cancellation date set in a notice from the Secretary of State. The state can send that notice when the annual fee goes unpaid or when the partnership fails, within 60 days, to report that its agent or office changed, that its agent resigned, or that it has been without an agent or office. The notice goes out 60 days or more before the cancellation date. To return, the partnership applies for reinstatement and pays the fees in arrears. Beyond 120 days it also owes the annual fees for the years since, if it was doing business here, and must provide a Department of Revenue Administration certificate showing no taxes due.

Withdrawing

The partnership ends its registration voluntarily with Form FLLP-3, the withdrawal of its New Hampshire registration, at $35. The withdrawal names the partnership and the date it first registered here.

The partnership statute does not say what happens to a foreign LLP that transacts business without filing the notice. Nothing in it bars the partnership from New Hampshire courts, sets a fine or a per-day charge, or assesses back fees. Those consequences exist in New Hampshire for corporations and limited partnerships, but they come from different statutes, and this page does not borrow them.

That silence is not permission. The statute still states the duty to register before transacting business, and the registration fee and the annual fee are modest next to the cost of a dispute over whether the partnership was entitled to be here. A partnership that is not sure where it stands should ask a New Hampshire lawyer.

Mainstay Filing's foreign qualification checkout does not register an LLP, because LLCs and for-profit corporations are the only entities that checkout handles. The partnership, or its attorney, files Form FLLP-1. Mainstay Filing's New Hampshire registered agent costs $149 a year, flat, and renewal stays at that price. The agent's New Hampshire street address is the one entered on the form and shown in the state's public record.

If a summons arrives for the partnership at the agent, a scan is waiting in your account before that business day ends, free, and the first three official letters of each year get the same treatment. Mainstay Filing will file the agent change for a partnership already registered elsewhere and pass on only the state's fee. Since New Hampshire restricts who may serve, Mainstay Filing support can confirm eligibility before you place an order. The New Hampshire registered agent page describes the service. For advice on the law, see your own attorney, because Mainstay Filing is a filing and agent service.