Do you own a limited liability company (LLC) created in a state other than New Hampshire, but you want to expand your business to the Granite State? If so, you’ll need to qualify your foreign LLC in order to transact business in New Hampshire.
What is a foreign qualification and how do foreign LLCs function within the state of New Hampshire? In this guide, we’ll answer these questions and more.
Guru Tip: If you’d rather hire an online service to handle this process for you, many of the best LLC services can handle it for you.
What Is a Foreign Qualification?
A foreign qualification enables your limited liability company to do business in the state of New Hampshire. It doesn’t matter which state you originally formed your business in ― or in other words, the state your domestic LLC is located in ― as the qualification process to register a foreign LLC in New Hampshire is the same regardless of where your domestic LLC is based.
The confusion surrounding foreign qualification usually centers on what it means to “do business” in a state outside of your primary state. This gets especially problematic considering some states don’t strictly define what it means to transact business in that state. New Hampshire state law does not provide a definition of “doing business” in the state.
What Qualifies as ‘Doing Business’ in New Hampshire
Since there is no set definition, each entity that wishes to conduct any business in this state is evaluated on a case-by-case basis. However, in most cases, you will need to form a foreign LLC in New Hampshire if your business pursues any of the following activities:
What Does NOT Qualify as ‘Doing Business’ in New Hampshire
Meanwhile, the state of New Hampshire has adopted the provisions of the Revised Model Act, which outlines certain activities that are exempt from needing foreign qualification. The following activities are not considered to be “doing business” in New Hampshire, and you do not need to qualify a foreign LLC to pursue them:
How to Get Foreign Qualification in New Hampshire
If you want to foreign qualify your LLC in New Hampshire, you’ll need to file an Application for Certificate of Authority with the Secretary of State’s office. You can find the form at this link. The Application for Certificate of Authority will require the following information:
Filing Fee: $100, with the check made payable to the “State of New Hampshire.”
What Is the Penalty for Not Getting Foreign Qualification in New Hampshire?
There are two major penalties for failing to qualify a foreign LLC in New Hampshire. First, your business will not be able to file a lawsuit against a third party in a New Hampshire court. And second, your business will be liable for any fees and penalties designated by the state.
Should I Hire a Business Service Provider to File My New Hampshire Foreign Qualification?
If you don’t want to handle your foreign qualification on your own, you have options. Some entrepreneurs choose to hire a lawyer to prepare and file their Certificate of Authority, which can be a good option if you’re concerned about getting the job done right. However, attorney’s fees can be quite expensive.
The other option is to hire a business service provider like Incfile or ZenBusiness to register your foreign LLC with the state of New Hampshire.
These companies can typically get your foreign qualification done for a fraction of the price of an attorney. This is our preferred route if you don’t want to go with the DIY option.
The process for getting foreign qualification in the state of New Hampshire isn’t particularly complicated compared to some other states. It only requires one form filed with the Secretary of State. In addition, New Hampshire’s rules and regulations regarding which LLCs need to foreign qualify are considerably looser than many states. Still, this isn’t a process that should be taken lightly, because the penalties for not qualifying a foreign LLC in New Hampshire can be severe ― especially if you are unable to sue a third party for breach of contract.
We hope this article managed to answer your questions about obtaining a New Hampshire foreign qualification, and we wish you a prosperous business future!