New Hampshire foreign registration nexus rules

New Hampshire requires foreign entities to register with the Secretary of State before "transacting business" within the state. Under New Hampshire Revised Statutes Section 293-A:15.01 for corporations and Section 304-C:175 for LLCs, any business entity formed outside of New Hampshire must obtain a Certificate of Authority when conducting business activities that go beyond isolated transactions or interstate commerce exemptions.

The state relies on case-by-case analysis rather than bright-line revenue thresholds. The state defines "transacting business" through statutory safe-harbor provisions that protect certain activities, while other operations are evaluated based on their nature, frequency, and intrastate character. 

When foreign registration is required in New Hampshire

New Hampshire's standards for determining "doing business" obligations focus on whether a foreign entity engages in activities that go beyond isolated or preliminary actions within the state. The determination is largely fact-specific, emphasizing the regularity and sustained nature of business activities rather than specific economic thresholds or physical presence tests alone.

New Hampshire's definition of "doing business"

New Hampshire defines "transacting business" primarily through statutory exclusions. The state establishes specific safe harbor activities that do not require registration, while operations outside these protections require analysis of their substance and frequency.

Activities that do not require foreign registration in New Hampshire include:

• Maintaining litigation or administrative proceedings in New Hampshire courts
• Holding internal meetings of directors, shareholders, members, or managers
• Maintaining bank accounts within the state
• Maintaining securities offices for transfer, exchange, or registration purposes
• Selling through independent contractors who are not employees
• Soliciting or obtaining orders that require acceptance outside New Hampshire before becoming binding
• Creating or acquiring indebtedness, mortgages, or security interests in New Hampshire property

These exemptions protect passive ownership, temporary presence, litigation rights, and pure interstate commerce from registration obligations.

Physical presence triggers

New Hampshire evaluates physical presence based on whether it supports regular, ongoing business activities within the state. Operations that generally require registration:

• Maintaining offices, warehouses, or retail locations establishes clear registration requirements
• Employing personnel who work regularly within New Hampshire, including remote workers based in the state
• Operating facilities for manufacturing, distribution, warehousing, or service delivery
• Owning or leasing property for active business operations (passive investment ownership remains exempt)
• Conducting regular business meetings with clients or delivering ongoing services within the state
• Establishing distribution infrastructure or maintaining inventory for New Hampshire customers

The critical distinction lies between occasional or isolated activities (protected by safe harbors) and regular, ongoing operations that demonstrate sustained business presence.

Economic activity thresholds

New Hampshire does not establish specific revenue thresholds for foreign registration requirements. Instead, the state uses subjective standards based on whether business activities constitute a "substantial part of ordinary business" or demonstrate "regular and continuous business activity."

The analysis considers factors such as the duration, frequency, and significance of activities within New Hampshire, along with any economic dependence on or market focus within the state. While there are no minimum dollar amounts, the cumulative effect of transactions, customer relationships, and operational activities determines whether registration is necessary.

Digital business considerations

For digital businesses, New Hampshire applies traditional "doing business" concepts to modern business models. Software-as-a-Service providers, e-commerce platforms, and online marketplace operators must evaluate whether their activities constitute more than interstate commerce or isolated transactions.

Remote employee management presents particular complexity—having employees work from home in New Hampshire may trigger registration requirements depending on the nature and scope of their activities. Digital product delivery and customer service operations require case-by-case analysis to determine if they constitute transacting business within the state.

"Doing business" activities summary table

Next steps once nexus is established in New Hampshire

Once your business activities approach New Hampshire's "doing business" threshold, you should register as a foreign entity before conducting substantial operations, as required by law.

While New Hampshire does not explicitly recommend proactive registration, businesses should ensure they are registered once they have a sustained business presence to avoid penalties and legal complications.

Consequences of operating without registration

Operating without proper foreign registration in New Hampshire results in serious legal and financial consequences:

• Complete loss of court access until registration is completed and penalties are paid, preventing contract enforcement and debt collection
• Back taxes and accumulated obligations, including Business Profits Tax and Business Enterprise Tax, if applicable, for any period of unauthorized operation
• Contract enforceability limitations and loss of legal standing affecting business relationships and operational capacity
• Loss of name protection, creating potential conflicts with New Hampshire entities using similar names
• Administrative enforcement actions, including fines or cessation orders, until registration is completed

New Hampshire may pursue administrative enforcement actions, including assessing fines or requiring businesses to cease operations until registration is completed.

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