New Hampshire Foreign Registration › Delaware formations
Registering in New Hampshire when your LLC was formed in Delaware
A Delaware LLC pays New Hampshire $100 on Form FLLC-1 and keeps paying Delaware $400 a year, so the first year's state charges are $500. New Hampshire attaches no Delaware certificate, but article seventh states that the LLC's home standing is current.
Delaware beside New Hampshire
| Point | Delaware | New Hampshire |
|---|---|---|
| Yearly charge | $400 annual tax | $100 report |
| Due date | June 1 | January 1 to April 1 |
| Late cost | $200 penalty plus interest | $50 late fee |
| Home-state paper | None to attach | Article seventh statement |
| Entry | Already formed | $100 on Form FLLC-1 |
Make the statement true first
Article seventh attests that the home reports are filed and the home fees paid. For a Delaware LLC the item to clear is the annual tax, and it should be paid before anyone signs.
Delaware tax in brief
Delaware charges $400 for the year, due June 1, with $200 added when late. The tax follows activity in Delaware's records during the year, with no proration, so a company formed in December owes the whole sum.
First-year totals
New Hampshire's registration is $100 on paper or $102 online. The Delaware tax makes the state charges $500. Add the short-form Delaware certificate at $50 if you want one for your files, and the figure is $150 for the New Hampshire side and the certificate. Our fee, $199, is extra.
Delaware names in New Hampshire
Article first takes the Delaware name with identical punctuation. If another entity already uses the name here, article second carries a different name and a trade name application costs $50 more. Nothing changes in Delaware's records.
Delaware agent versus New Hampshire agent
A Delaware registered agent does not cover New Hampshire. Article sixth needs an agent who lives here, with a street office in the state, and a Delaware agent company serves only if it is also authorized here.
Case: a Delaware LLC that opens a Concord office
Picture a Delaware LLC renting space in Concord and seating two people there. That is regular activity, and registration comes before the first working day. The LLC clears the Delaware tax, names a Concord agent, and files Form FLLC-1.
Case: a Delaware holding company with a New Hampshire subsidiary
A Delaware LLC that only holds a controlling interest in a company doing business here is not doing business solely because of that holding. The subsidiary registers or is formed here, and the Delaware parent stays outside unless it acts directly.
Two calendars
Delaware's tax lands June 1. New Hampshire's report falls between January 1 and April 1. The two do not meet, so each needs its own reminder. A lapse at home also undermines the statement made in New Hampshire.
Delaware law keeps governing the inside of the company
Under the New Hampshire statute, how a Delaware LLC is run inside and what its members risk are governed by Delaware law, and a mismatch between the two states' laws cannot be used to refuse registration. Your operating agreement stays a Delaware document.
What if the Delaware tax is already late?
Pay it first. The late penalty is $200, so the bill becomes $600 before interest. Article seventh cannot truthfully be signed while the tax is unpaid, so the registration waits on the Delaware payment.
Skipping the long form
Delaware's long-form status record costs $175. New Hampshire asks for no certificate, so this filing does not need it.
Sequence for a Delaware-formed LLC
Pay Delaware
$400, due June 1.
Choose the New Hampshire agent
A resident with a street office.
Complete Form FLLC-1
Delaware as the home state.
Sign
By a person with authority under Delaware law.
File
$100 to the Secretary of State.
The New Hampshire report for a Delaware LLC
Once registered, the LLC files a New Hampshire report between January 1 and April 1 each year, for $100. It restates the LLC name and home jurisdiction, the registered office and agent, the principal office, the names and business addresses of its managers or at least one member, and a brief description of the business. A late report adds $50, and one more than 60 days overdue lets the Secretary of State start revocation.
Changing the name or the agent
A Delaware LLC that changes its name, or reforms in another state, amends the New Hampshire application with Form FLLC-2 ($35). Replacing the agent or office is done with Form 10 ($15). A professional LLC from Delaware registers on Form FPLLC-1 for $100.
Delaware corporations
A Delaware corporation files Form 40 for $100 instead. See the Form 40 page.
Leaving New Hampshire
Form FLLC-3 and a tax statement end the registration for $65 in state charges and leave Delaware untouched. The closing-out page has the steps.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Delaware LLC questions
Do I attach a Delaware certificate?
No. Article seventh is a statement.
Does the Delaware tax count here?
No. Each state bills separately.
Does my Delaware agent cover New Hampshire?
Only if it is also authorized here with an office.
Our fee and the New Hampshire fee
File Form FLLC-1 for my LLC
- Form FLLC-1 completed from your answers, all seven articles
- The good standing statement in article seventh explained before you sign
- A New Hampshire resident agent and office from us, or your own choice
- The accepted registration returned to you
- Renewal: after the first year, the agent service renews at $149 a year
$199
+ $100 state fee
Form FLLC-1 carries a state fee of $100, and a card payment online adds a $2 handling charge. Our price is a separate line. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- New Hampshire Secretary of State, LLC forms and fees
- New Hampshire Form FLLC-1, foreign LLC registration, and its instructions
- New Hampshire QuickStart, annual report and annual fee schedule
- New Hampshire Secretary of State, domestic and foreign corporation forms and fees
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Delaware Code Title 6, chapter 18, subchapter XI (fees and annual tax)
- RSA 304-C:175, registration of a foreign LLC
- Division of Corporations, pay taxes and file annual reports
- Delaware Division of Corporations fee schedule (PDF)
- New Hampshire Form 40, foreign for-profit corporation certificate of authority, and its notes
- RSA 304-C:177, names, registered office and agent
- RSA 304-C:174, activities that are not doing business
- RSA 304-C:173, law governing foreign LLCs
- Division of Corporations, certificates of status and entity status online
- RSA 304-C:194, annual reports to the Secretary of State
- New Hampshire Secretary of State, nonprofit corporations and associations forms and fees
- RSA 77-A:18, certifications for withdrawal and good standing
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