New Hampshire Foreign Registration › Cost of waiting
What an unregistered foreign LLC owes in New Hampshire, and what it cannot do
Form FLLC-1 is $100, and an LLC that works in New Hampshire without filing it owes the state what a registered LLC would have paid, year by year, and cannot bring a lawsuit here until it registers and pays. The page below reads RSA 304-C:180 and the sections near it one at a time.
The consequences at a glance
- Back fees
- What a registered LLC would have paid, per year or part year
- Penalties
- Those imposed by the act
- Starting a lawsuit
- Blocked until the LLC registers and pays
- Contracts
- Remain valid
- Defending a case
- Still permitted
- Members and managers
- Not liable solely for the lack of registration
- Statute
- RSA 304-C:180 and 304-C:182
The bar on suing
Section 180(I) says an unregistered foreign LLC doing business here may not maintain any action, suit or proceeding in New Hampshire until it has registered and has paid all fees for the period during which it did business unregistered. That ties the right to sue to payment, and not only to filing.
What the failure does not do
Paragraph II names three things the failure leaves alone. The LLC's contracts and acts stay valid. It does not impair the right of the other party to sue on the contract. And it does not prevent the LLC from defending any action in a New Hampshire court. The bar runs one way: the LLC can be sued and can answer, but cannot start a case.
Members and managers
Members and managers do not take on the LLC's debts only because it worked here unregistered. The risk is the company's. The protection is limited to the registration lapse; people stay answerable for what they themselves do.
Back fees and penalties
Paragraph IV makes the unregistered LLC answerable to the state for each year or part of a year of that business, for a sum matching every fee the act would have charged a registered LLC, with the act's penalties added. Collection is by suit, which the Attorney General may bring. The statute does not itemize those fees, so how the total is figured for several unregistered years is a question for a New Hampshire business lawyer.
An illustration: four years of fees
If the registration and three annual reports were counted at today's schedule amounts, the figure would be $400, with the act's penalties on top. Compare it with $100 to register promptly.
The Secretary of State becomes your agent for process
An unregistered foreign LLC doing business here is deemed to have named the Secretary of State to accept legal process in any state or federal court action arising out of its New Hampshire business. Process served that way has the same force as if served personally on an authorized manager or agent in the state.
What counts as doing business for service
For this section the statute defines doing business as the course of practice of carrying on any business activities in New Hampshire, including the solicitation of business or orders in the state. That is broader than the test for registration, which is why service on the Secretary of State can follow even where registration was a close question.
Corporations
A corporation operating here with no certificate of authority meets a similar bar in court, and the bar reaches its successors and assignees. The Form 40 page covers the corporate route.
What registering costs now
Registering costs $100, or $102 online. The first report adds $100, which makes $200 across the two filings. Each further unregistered year adds to what the state can bill.
Curing it
Registering ends the continuing exposure. The bar on suing lifts only when the back fees are also paid, so the order is to register, then settle what the state says is owed.
Getting registered
Our guide covers the filing, and the doing-business test helps you judge whether the rule applies to you. Form FLLC-1 is something we prepare for $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 consequences
Can an unregistered LLC sue?
Not until it registers and pays the fees for the unregistered period.
Are its contracts void?
No. They remain valid.
Can it defend a lawsuit?
Yes.
Who collects the back fees?
The state, through proceedings the Attorney General may bring.
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:180, effect of not registering
- RSA 304-C:182, service on an unregistered foreign LLC
- RSA 293-A:15.02, corporation transacting business without authority
Working in New Hampshire?
Register before the back fees start counting.