A Foreign Nonprofit Corporation in New Hampshire

New Hampshire's voluntary corporations chapter, RSA 292, deals with foreign nonprofits in one section. RSA 292:5-b says a foreign nonprofit established for a purpose listed in RSA 292:1, or a substantially similar one, that wants to do business in the state in furtherance of that purpose for the benefit of its citizens, may register as a foreign corporation. It does so by making the application that the business corporation act describes in RSA 293-A:15.03, leaving out the parts about corporate name endings. The same section has the foreign nonprofit file the return and pay the fee provided in RSA 292:25 to 29.

The statute's verb is "may," but the Secretary of State's form tells out-of-state nonprofits that New Hampshire law requires a registered agent and registered office, and the Concord office that takes the registration is the Corporation Division. The nonprofit keeps its home charter and governance. Registering adds a New Hampshire record, not a second organization.

The business corporation act has a catalog of activities excluded from transacting business, including keeping a bank account, holding board meetings, defending a suit and holding property "without more." That list is written for foreign business corporations, which the act defines as corporations that would be business corporations if incorporated in New Hampshire. Chapter 292 has no list of its own.

So a nonprofit cannot point to a statutory safe harbor, and this page does not treat the business corporation list as one. In practical terms, an organization that runs programs here, has staff or an office here, or operates a facility here is the kind the registration was written for. An organization that only holds a bank account or receives an occasional gift is in a different position. For anything between, a New Hampshire lawyer can tell you where the line falls.

Charitable solicitation is a separate subject

The Secretary of State's nonprofit pages carry a prominent notice: an organization that will apply to the IRS for 501(c)(3) status, will solicit donations or distribute funds in New Hampshire, or is formed for a purpose listed in RSA 7:21, II must register with and report to the Attorney General's Charitable Trusts Unit. That registration, on Form NHCT-11, sits outside this filing, as does federal tax exemption.

Form FNP-1 is the Application for Registration of a Foreign Nonprofit Corporation, and the state's fee is $25. NH QuickStart handles online filing (add the $2 handling charge for electronic payment), and the paper route is a signed form plus a check to the State of New Hampshire.

What the form asks

• The organization's name, and the name it elects for New Hampshire use
• The principal office address, plus optional mailing, phone and email details
• The state or country of incorporation
• Date of incorporation and duration
• The initial registered agent, with the registered office at the agent's business address
• The principal purposes it will pursue in New Hampshire, with an optional business code
• Current officers and directors, each with a usual business address
• The signing officer's name and title, such as the chairman or president

The form also lets you choose a courtesy reminder by email.

No certificate of good standing goes with the application. There is a wrinkle, though. Because RSA 292:5-b borrows the application of RSA 293-A:15.03, and that section has asked since November 2023 for an affirmation of good standing with the agency holding the charter, the statute points toward such a statement. Form FNP-1 is dated 2016 and has no line for it. Until the form is updated, the practical reading is that you send the form as it exists. To be sure, ask the Corporation Division whether the online filing adds a good-standing statement, and make sure the organization is current at home, since the officer signs the application.

The form has one line for the organization's own name and another for its New Hampshire name. Because the registration leaves out the name-ending rules, a nonprofit does not have to add a corporate word. If the name is not available here, the business corporation act allows an available fictitious name, and the trade name application carries a $50 fee.

The registered agent

A foreign nonprofit must maintain a New Hampshire registered office and agent. Under the current business corporation act the agent may be a state resident, a corporation under chapter 292, 293-A or 294-A, an LLC under chapter 304-C, or an LLP organized under RSA 304-A:44, each one organized or authorized here and keeping its business office at the registered office. Form FNP-1 prints a note quoting an older, shorter version that names a domestic or foreign corporation or nonprofit authorized in the state. An application without an agent, or with an out-of-state address, is not processed. A later change of agent uses Form 10, the Statement of Change, for $15.

RSA 292:5-b has the foreign nonprofit file the return and pay the fee in RSA 292:25. That section calls for a written return to the Secretary of State every five years, counted from 1990, with a $25 fee, stating the principal address and the names and addresses of the officers and directors or governing board. The cycle puts those years at 2025 and 2030. The state's pages do not show an annual report line for foreign nonprofits, but the form offers a reminder for a nonprofit report, so ask the Corporation Division to confirm the schedule that applies to your registration.

Changes and leaving

An amendment to a foreign nonprofit's registration is Form FNP-3, at $25. To withdraw from the state, the organization files Form FNP-5, also $25. A merger or conversion has its own filing at $35, with a certified copy from home.

The nonprofit chapter does not set penalties for an unregistered foreign organization. As far as the text of RSA 292 that applies to foreign nonprofits shows, there is no bar on bringing a lawsuit, no fine and no back-fee assessment. The suit bar and back fees in RSA 293-A:15.02 are written for a foreign corporation as that act defines it, meaning one that would be a business corporation.

That does not make registration pointless. An agent and a registered office give the organization a place where court papers will reach it, and the Charitable Trusts Unit's rules apply regardless of the Secretary of State filing. If your organization raises money in the state, those obligations are the ones with real enforcement behind them, and a New Hampshire attorney can say whether anything else applies.

Mainstay's foreign qualification checkout leaves out nonprofit corporations, registering LLCs and for-profit corporations alone. The organization or its attorney completes Form FNP-1 and sends it to the state. Mainstay supplies the New Hampshire agent for $149 annually, flat, with no renewal increase. The agent's New Hampshire street address is what the form lists and the public record shows.

A summons or other court paper delivered to the agent appears as a scan in your account on that business day, free, plus up to three official letters annually, scanned free. If the organization's registration currently names another agent, Mainstay files the change and charges only the state fee. Because New Hampshire limits eligible agents, check with Mainstay support before ordering. The New Hampshire registered agent page describes the service. For legal advice, consult your own lawyer; Mainstay is a filing and agent service.