Guide to New Hampshire foreign registration

‍Foreign qualification in New Hampshire refers to the legal process by which a corporation incorporated outside of New Hampshire obtains permission to conduct business within the state. 

Unlike domestic corporations that are incorporated under New Hampshire law and enjoy full rights to operate statewide, foreign corporations must obtain a Certificate of Authority from the New Hampshire Secretary of State before they can legally transact business in the state. 

When is a foreign qualification required in New Hampshire?

Determining when a foreign qualification is required depends on whether a corporation's activities constitute "transacting business" in New Hampshire. Like many states, New Hampshire does not provide a precise, exhaustive statutory definition of what constitutes "doing business," making this determination somewhat nuanced and fact-specific. 

However, the state does provide a list of activities that do not require foreign registration. This includes:

• Maintaining, defending, or settling legal proceedings 
• Holding meetings of directors, shareholders, or members, or carrying on other activities concerning internal corporate affairs 
• Maintaining bank accounts
• Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities 
• Selling through independent contractors, and soliciting orders if the orders require acceptance outside the state before they become contracts.

If you flout the state’s rules regarding foreign registration, you’re subject to the following penalties:

• Inability to maintain any action, suit, or proceeding in New Hampshire courts until proper registration is obtained
• Fines and monetary penalties for the period of unauthorized business activity
• Back taxes and accumulated fees for business conducted during non-compliance
• Personal liability exposure for directors, officers, or agents in certain circumstances
• Operational restrictions and potential administrative dissolution of New Hampshire authority

Step-by-step guide to New Hampshire foreign registration

The foreign registration process in New Hampshire involves several key steps and can be completed through both online and paper filing methods. The state offers a QuickStart service portal to facilitate electronic filings and track compliance status. You’ll need the following information:

• Application for Certificate of Authority for Foreign Corporation (Form 40)
• Certificate of Good Standing from home state (must be dated within 60 days of filing)
• New Hampshire registered agent appointment and consent documentation
• Principal office address and officer/director information
• Business purpose description
• Exact corporate name as registered in the home jurisdiction

Naming requirements:

• The corporation must use its exact legal name from its home state registration
• Name availability must be verified through the New Hampshire Secretary of State's database
• If the exact name is unavailable due to conflicts with existing New Hampshire entities, the corporation must register a DBA (trade name) for an additional $50 fee
• Name reservation is available for corporations planning to file in the future
• The name must comply with New Hampshire's corporate naming requirements and cannot be misleading

Filing fees and processing:

Regardless of your filing method, the state charges a $100 filing fee, but you’ll need to pay an additional $50 if you need to register a DBA name.

Registered agent requirements

Every foreign corporation must appoint and maintain a registered agent in New Hampshire as part of the qualification process. This requirement ensures that the corporation can receive official documents, legal notices, and government communications within the state.

Qualified agent options:

• New Hampshire residents who meet the state’s requirements
• Business entities authorized to conduct business in New Hampshire
• Professional registered agent service companies licensed in the state
• The corporation's own employees or officers who are New Hampshire residents

Compliance obligations

After obtaining a foreign qualification, corporations must maintain ongoing compliance with New Hampshire requirements to preserve their good standing and authority to conduct business in the state. This includes: 

• Annual report requirements
• State tax considerations, like business profits tax and business enterprise tax
• Maintaining good standing by keeping registered agent information current and ensuring continuous service

Formal withdrawal is required when your corporation ceases to conduct business in New Hampshire. To do this, the corporation must file an Application for Withdrawal with the Secretary of State. Additionally, tax clearance certificates may be required from the Department of Revenue Administration. 

FAQs about New Hampshire foreign registration

How recent must the Certificate of Good Standing be when filing for foreign qualification?

The Certificate of Good Standing from your home state must be dated within 60 days of filing your Application for Certificate of Authority with New Hampshire.

What happens if my desired corporate name is already taken in New Hampshire?

If your exact corporate name from your home state is unavailable in New Hampshire, you must apply for a Certificate of Authority, which incurs a $100 fee. There is no explicit requirement to register a DBA (trade name) or pay an additional $50 fee for name unavailability.

How do I update my foreign qualification if there are changes to my corporate information?

Material changes, such as the registered agent, principal office address, or corporate officers, must be reported through amendment filings with the Secretary of State. Amendment fees apply, and updates should be made promptly to maintain compliance.

What are the most common mistakes to avoid when filing for foreign qualification?

Common mistakes include submitting expired Certificates of Good Standing, mismatched corporate names between jurisdictions, incomplete registered agent information, and failing to pay all required fees.

Use Discern for your New Hampshire foreign registration

New Hampshire's reliance on statutory exemptions rather than explicit "doing business" definitions makes qualification decisions legally complex, while coordinating documentation and registered agent requirements across multiple states creates timing challenges. 

Discern handles the entire foreign registration process, from determining qualification requirements to managing ongoing compliance obligations. Schedule a demo today to see how our platform eliminates documentation complexity and timing risks.