New Hampshire Foreign Registration › Corporations
New Hampshire Form 40 for a foreign for-profit corporation
Form 40, the Application for Certificate of Authority for Profit Foreign Corporation, costs $100 and is filed under RSA 293-A:15.03. A foreign corporation gets a certificate of authority where an LLC gets a registration. We prepare it for $199.
Form 40 at a glance
- Form
- Form 40, Application for Certificate of Authority for Profit Foreign Corporation
- Statute
- RSA 293-A:15.03
- Fee
- $100
- Signed by
- the chairman of the board of directors, the president or another officer
- Filed with
- New Hampshire Secretary of State, Corporation Division
- Acknowledgment
- A filed-stamped copy within 30 days of acceptance
What the statute asks for
The application sets out the corporation name and any different New Hampshire name, home state, date of incorporation and duration, principal office, registered office and agent, current directors and officers, and an affirmation of good standing at home. A corporation also affirms good standing at home, much as an LLC does. The LLC route is on the Form FLLC-1 page.
Article first and second: names
Article first takes the exact name of the corporation as registered in the state of incorporation, with matching punctuation. Article second takes the name to be used in New Hampshire, with a corporate word or abbreviation such as Inc., Corp. or Ltd.. If the corporate name is not available, the corporation files a trade name application with an additional fee and a board resolution signed by the secretary of the corporation, at a fee of $50.
Article third: the principal office
Enter the complete street address of the principal office, a post office box allowed in addition. All mail goes to this address unless another is specified.
Who signs
The form is signed by the chairman of the board of directors, the president or another officer. RSA 293-A:1.20(f) covers alternative signatures.
Agent and office
A foreign corporation keeps a registered office here without a break, with an agent who may be a resident individual, or a corporation, LLC or LLP organized or authorized in New Hampshire, whose business office is identical with the registered office. The agent page compares the practical choices.
What the state does with your papers
The office searches the name for availability when the documents arrive. If the filing is accepted, a filed-stamped copy follows within 30 days, and if none arrives, tell us. A cashed check proves only that the document was received. The notes say so directly.
Rights after approval
A foreign corporation holding a certificate of authority gets equal rights with a domestic corporation of its kind, no more, and carries the same duties and penalties. The state does not regulate the corporation's organization or internal affairs.
If a corporation does not get one
Without a certificate, a corporation that transacts business here cannot keep a case going in a New Hampshire court until it holds one. Successors and assignees are barred too, and a court can stay the case.
The yearly report and leaving
A foreign profit corporation files an annual report for $100 through QuickStart. To withdraw it files Form 44 for $35, enclosing the Revenue Administration's original tax certificate. Together with the $30 statement charge the exit is $65.
What a first year costs
The certificate of authority is $100 and the first annual report $100, which is $200 in state fees across the first two filings.
Nonprofit corporations
A foreign nonprofit corporation files Form FNP-1 and pays $25. We take nonprofit orders by arrangement; write to us first.
Corporation or LLC: what changes
An LLC states good standing on the form and attaches nothing. A corporation's application affirms it too, and also lists its current directors and officers, a block the LLC form does not have. The corporate form also has its own trade-name rule, because it needs a board resolution that the LLC form does not.
Directors and officers
Item six of the statute calls for each current director and officer, with a usual business address. Gather those before you start, because the application cannot be completed without them and they change more often than the other items.
Registering a foreign corporation in New Hampshire
Match the name
The exact name from the state of incorporation.
Gather the officers
Names and addresses of directors and officers.
Name a registered agent
A resident or an authorized entity at a New Hampshire street office.
Have an officer sign
The chairman, the president or another officer.
File and pay
Form 40 with $100.
Watch for the stamped copy
It should arrive within 30 days of acceptance.
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.
Corporation questions
Who may sign Form 40?
The chairman of the board, the president or another officer.
What if the corporate name is taken?
File a trade name application with a board resolution signed by the secretary.
How long until I hear back?
A stamped copy comes within 30 days of acceptance.
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
- New Hampshire Form 40, foreign for-profit corporation certificate of authority, and its notes
- RSA 293-A:15.03, application for a certificate of authority
- RSA 293-A:15.07, registered office and agent of a foreign corporation
- RSA 293-A:15.05, effect of a certificate of authority
- RSA 293-A:15.02, corporation transacting business without authority
- New Hampshire Form 44, withdrawal of a for-profit foreign corporation
- RSA 77-A:18, certifications for withdrawal and good standing
- New Hampshire Secretary of State, nonprofit corporations and associations forms and fees
Working in New Hampshire?
Register before the back fees start counting.