New Hampshire Foreign Registration › What is doing business?
What counts as doing business in New Hampshire for a foreign LLC
RSA 304-C:174 names eleven activities that are not doing business in New Hampshire, and registration, at $100, is owed by a foreign LLC before it does business here. The statute adds that its list is only a sample.
The rule in the statute
The statute puts the duty first: register with the Secretary of State and pay the fee ahead of any business. For service of process, doing business means the course of practice of carrying on any business activities in New Hampshire, including the solicitation of business or orders in the state, which is a wider idea than the registration test. The registration test is built by exception: the statute says which activities, among others, do not amount to doing business.
The eleven activities that do not count
maintaining, defending or settling a proceeding; holding member or manager meetings and handling internal affairs; maintaining bank accounts; keeping offices for transfers and registration of its own interests; selling through independent contractors; soliciting orders that require acceptance outside the state; creating or acquiring debt, mortgages and security interests; collecting debts and enforcing mortgages; owning, without more, real or personal property; an isolated transaction completed within 30 days; and transacting business in interstate commerce. The statute introduces them with the words among others, which makes the list an example and not a limit.
Owning property without more
The list names plain ownership of property as safe: owning, without more, real or personal property. The words without more matter. An LLC that holds a vacant lot is outside the rule. One that rents out a building, runs a shop in it or hires people to manage it has done more, and the question changes. Where a company sits between the two depends on the facts.
The holding company rule
A holding company is not treated as doing business for three reasons taken alone: controlling a corporation that operates here, being a limited partner in a partnership that operates here, and being a member or manager of an LLC that operates here. A holding company can therefore stay outside registration while its operating subsidiary registers or is formed here. The key is the word solely: if the holding company also acts directly in the state, the protection weakens.
What the list does not settle
The list answers the registration question. Service of process, tax and other regulation are outside what the list decides, and it does not stop a finding that the LLC carries on a business activity for purposes of the business profits tax. An LLC can be outside registration and still be reached by the Department of Revenue Administration. That is a question for an accountant.
Case: a remote employee in Nashua
The list does not mention employees. A single remote worker is a closer call than a leased office, and the statute gives no safe harbor. Do not assume it is safe. That depends on your facts; a New Hampshire business lawyer can tell you.
Case: a rental unit in Manchester
A foreign LLC that buys a two-family house in Manchester and collects rent is doing more than owning property, because it takes income from tenants and signs leases in the state. The safe harbor for ownership no longer fits that picture, so register before the first rent arrives.
Case: stock held in a Portsmouth warehouse
Merely owning personal property is safe, but running a warehouse that fills orders is activity. Inventory kept at a third-party fulfillment center for later shipment is a closer question than a warehouse the LLC leases and staffs. Treat the second as doing business.
Case: orders from New Hampshire customers
Soliciting orders is safe when they require acceptance outside the state before they become contracts. A company that takes web orders, accepts them at its own office elsewhere and ships from elsewhere fits that item and the interstate commerce item. A company that sets up a New Hampshire booth every week and takes binding orders on the spot does not.
Case: one job that lasts a few weeks
One deal that is finished in 30 days and is not repeated in a pattern of similar jobs is safe. A contractor who installs one system in three weeks fits. One who returns monthly for the same kind of work does not, because repetition is the test.
The price of staying unregistered
Until it registers and settles the bill, the LLC cannot begin a lawsuit in the state. Its contracts remain valid, and the state can charge for each year worked as though the LLC had registered. The penalties page has the sections.
Where to land when it is close
If the LLC has people, a place or regular income in New Hampshire, register. If it only banks, meets, litigates, owns without more, or accepts orders elsewhere, it is on the safe side of the list. A $100 registration is cheap insurance compared with a stalled lawsuit.
Questions to put to your own LLC
Do we do more than own property?
Rent, staff and sales go beyond ownership.
Where are orders accepted?
Acceptance elsewhere keeps the sale outside the rule.
Is this one job or a pattern?
Thirty days and no repeats is the test.
Are we only a holding company?
Control of an operating company is not by itself doing business.
Moving from the test to the filing
Our step-by-step guide and the article-by-article page take it from here. If you would like us to do the work, our price is $199.
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.
Questions about the line
Is a New Hampshire bank account enough to require it?
No. Bank accounts appear among the exempt activities.
Does owning a building require it?
Not alone. Owning without more is safe; renting it out is more.
Does a holding company have to register?
Not solely for owning or managing a company that does business.
Does being exempt from registration mean no tax?
No. Taxation is not decided by the list.
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
- RSA 304-C:175, registration of a foreign LLC
- RSA 304-C:182, service on an unregistered foreign LLC
- RSA 304-C:174, activities that are not doing business
- RSA 304-C:180, effect of not registering
Working in New Hampshire?
Register before the back fees start counting.