Registering a Foreign Limited Partnership in New Hampshire

New Hampshire treats a limited partnership as foreign if it was organized under any other state's or country's law. Home law keeps governing how it is organized, how it governs itself and how far its limited partners can be held liable. New Hampshire may not refuse registration simply because that law differs from its own (RSA 304-B:48). The partners' protections come from home, and the New Hampshire filing does not form a second partnership.

RSA 304-B:49 is the statute behind the filing: registration must come first, ahead of any business the foreign limited partnership transacts in New Hampshire. The Corporation Division in Concord takes the application. Where it conforms to the law and payment is made, the office issues a registration certificate allowing the partnership to transact business (RSA 304-B:50).

The limited partnership act requires registration before "transacting business," and it never defines the phrase. Unlike the state's business corporation act, it has no catalog of non-counting activities. That means this page cannot give you a statutory safe harbor for the usual questions, such as whether a bank account, partner meetings or an investment property in New Hampshire is enough to require registration.

Two things can be said with confidence. First, the corporation list in a different chapter cannot be assumed to govern a limited partnership, and this guide does not apply it as if it did. Second, activity that looks like running a business here, such as an office, employees or regular sales or services performed in the state, points toward registering. A partnership holding a passive investment in New Hampshire property, or whose contacts are occasional, is in a gray area, and the sensible step is to consult a New Hampshire attorney before deciding against filing.

Taxes are separate

Registration with the Secretary of State and state taxes are different subjects. A partnership can owe New Hampshire business taxes without having been told to register, and the reverse. This page does not cover tax registration.

RSA 304-B:64 sets the state's fee for registering a foreign limited partnership at $100. File through NH QuickStart (electronic payments carry the $2 handling charge from RSA 5:10-a) or mail a signed paper original with a State of New Hampshire check. The note printed on the form says any sale of partnership interests will comply with the state securities act, and the statute makes a securities certification part of what the Secretary of State needs before accepting the application.

What the application asks for

• The partnership's name, and its New Hampshire name
• The office it keeps at home, or its principal office if home law requires none
• Where the limited-partner roster and capital contribution records are kept, with an undertaking to maintain them until the registration is cancelled or withdrawn
• Its state of formation and date of formation
• A New Hampshire agent to receive service of process, with a street address
• Each general partner's name and business address
• Optional business details such as a mailing address, phone and email
• A general partner's signature, sworn as true to the signer's knowledge and belief

Plenty of registration statutes want a certified copy of the partnership's certificate or proof of existence. New Hampshire's asks for neither. It lists the information the application contains, and Form FLP-1 follows the list. There is no good-standing line and no certificate, so no age limit applies. The partnership should of course still be current where it was organized, because the application is sworn.

The name used in New Hampshire has to meet the limited partnership naming rule in RSA 304-B:2. It must end with "limited partnership," "L.P." or a similar abbreviation, and be distinguishable from the names on the state's records, subject to the consent routes in that section. The form has separate lines for the partnership's own name and the name it will use here.

Who can be the agent

The application names the agent that will accept service, and the options appear in RSA 304-B:49 and RSA 304-B:4. The options are a New Hampshire resident, a corporation under RSA chapters 292, 293-A or 294-A, a limited liability company under RSA chapter 304-C, or a registered LLP under RSA 304-A:44, in each instance formed or authorized in New Hampshire. Its business office must be the same address as the registered office. Changing the agent later is an ordinary filing at $35 for a foreign limited partnership. Cancelling a registration, the act adds, does not end the agent's authority to take service on claims tied to New Hampshire business.

Neither RSA 304-B nor the Secretary of State's forms page includes an annual report requirement for foreign limited partnerships, so none is described here. What the act does ask is that the registration stay accurate. An application that was inaccurate when filed, or that later becomes inaccurate, must be corrected promptly, by a corrected certificate carrying a general partner's signature and oath. The state's fee for an amendment is $35.

Leaving the state

To close out the registration, the partnership files a certificate of cancellation, sworn by a general partner. The state charges $35. There is no standard form for it, so the filing is a certificate that meets the statute.

RSA 304-B:54 sets out the consequences. A foreign limited partnership transacting business in the state may not bring or carry on an action, suit or proceeding in any New Hampshire court until it has registered. Failing to register leaves the validity of its contracts and acts intact, and the partnership can still defend a case. A limited partner is not treated as a general partner just because the partnership transacted business unregistered.

The act also lets an unregistered partnership be served by registered or certified mail, return receipt requested, addressed to its secretary at its principal office. That is an additional route and does not displace other methods of service. The attorney general can sue to stop a foreign limited partnership's business here when it violates the registration rules (RSA 304-B:55). No fine or daily charge is in the statute, and it assesses no back fees.

The checkout accepts LLCs and for-profit corporations only, so the partnership or its attorney files the application. Mainstay's part is the New Hampshire agent, priced at $149 a year, flat, and unchanged when it renews. The agent's New Hampshire street address goes on Form FLP-1 and into the state's public record.

A summons or subpoena served on the agent shows up as a scan in your account that day, at no charge, plus the first three notices from government offices each year, scanned at no cost. If a different agent is already on file for the partnership, Mainstay prepares the change of agent and bills you the state's fee, nothing added. Because New Hampshire limits who may act as agent, confirm with Mainstay support that its agent is eligible before you order. The New Hampshire registered agent page describes the service. Questions of law go to your own attorney, since Mainstay is a filing and agent service.