New Hampshire Foreign LLC Registration & Certificate of Authority Guide

1. What is New Hampshire Foreign LLC Registration?

In New Hampshire, the term “foreign LLC” does not refer to an international business. It describes a limited liability company that was legally formed outside the State of New Hampshire—either in another U.S. state or a foreign country—and now wishes to legally conduct business activities within New Hampshire.

Completing New Hampshire foreign LLC registration allows your existing LLC to obtain legal authority to transact business in New Hampshire. This authorization is granted by the New Hampshire Secretary of State after approval of the Foreign Limited Liability Company Application for Registration, commonly referred to as a Certificate of Authority.

2. When is New Hampshire foreign LLC registration required?

New Hampshire requires a foreign LLC to register if the company is considered to be transacting business in New Hampshire. While New Hampshire statutes do not provide a single, all-inclusive definition, the following ongoing activities generally trigger the registration requirement:

• Maintaining an office, warehouse, storefront, or other physical business location in New Hampshire
• Hiring employees or regularly engaging contractors who perform work in New Hampshire
• Providing services or performing projects physically within New Hampshire on a recurring basis
• Owning, leasing, or operating income-producing real property in New Hampshire

Activities that usually do NOT require registration

Certain limited activities are typically exempt from New Hampshire foreign LLC registration. These may include maintaining a bank account, holding internal company meetings, conducting isolated or one-time transactions, or selling goods through independent distributors. If your LLC establishes a physical or economic presence in New Hampshire, registration is strongly recommended.

3. New Hampshire foreign LLC registration requirements

Before submitting your application, ensure the following information and documents are available and accurate:

1. Exact legal LLC name as registered in the formation jurisdiction
2. State or country of formation and original formation date
3. New Hampshire Registered Agent with a physical street address in New Hampshire
4. Principal office address and mailing address
5. Business purpose (general lawful purpose statements are accepted)
6. Date business activity began or will begin in New Hampshire
7. Certificate of Good Standing issued by the formation jurisdiction

New Hampshire foreign LLC registration authorizes an existing LLC to conduct business within the state while remaining governed by the laws of its original formation.

4. New Hampshire foreign LLC name rules

New Hampshire does not require a separate name reservation before filing a foreign LLC application. However, your LLC name must comply with New Hampshire naming laws and be distinguishable from other business entities registered with the New Hampshire Secretary of State.

1. Must include LLC, L.L.C., or “Limited Liability Company”
2. Must be distinguishable from existing New Hampshire business names on record
3. May not include restricted words unless proper authorization is obtained (such as “bank,” “trust,” or “insurance”)
4. If the legal name is unavailable, the LLC must adopt and register a New Hampshire assumed business name

5. New Hampshire Registered Agent requirements

Every foreign LLC registered in New Hampshire must continuously maintain a Registered Agent within the state. The registered agent serves as the official point of contact for:

• Service of process, including lawsuits and legal notices
• Official correspondence from the New Hampshire Secretary of State
• Compliance-related notices and filing reminders

Who can serve as a New Hampshire Registered Agent?

1. An individual who resides in New Hampshire with a physical street address (P.O. Boxes are not permitted)
2. A business entity authorized to provide registered agent services in New Hampshire

Why many foreign LLCs choose a professional Registered Agent

1. Helps keep personal addresses off public state records
2. Ensures availability during standard business hours
3. Reduces the risk of missed legal or compliance notices
4. Provides continuity when owners or managers are located outside New Hampshire

6. How to register a foreign LLC in New Hampshire (step-by-step)

Step 1: Confirm your LLC is active and in good standing

Before filing for New Hampshire foreign LLC registration, your LLC must be active and in good standing in its formation jurisdiction. New Hampshire will not approve registration for an LLC that is administratively dissolved or not compliant in its home state.

Step 2: Obtain a Certificate of Good Standing from your home state

New Hampshire requires a valid Certificate of Good Standing (also known as a Certificate of Existence or Certificate of Status) issued by the LLC’s formation jurisdiction. The certificate should generally be recent (commonly issued within 30–60 days prior to filing).

Step 3: Appoint a New Hampshire Registered Agent

Your foreign LLC must designate a registered agent with a physical street address in New Hampshire. The registered agent must be available during normal business hours to accept legal documents and official state notices.

Step 4: File the Foreign LLC Application for Registration

Submit the Foreign Limited Liability Company Application for Registration with the New Hampshire Secretary of State. Approval of this filing grants your LLC authority to transact business within New Hampshire.

• Enter the LLC’s legal name exactly as registered in the home jurisdiction
• List the state or country of formation and original formation date
• Attach a current Certificate of Good Standing
• Provide the principal office and mailing address
• Identify the New Hampshire registered agent and registered office address
• State the date business activity began or will begin in New Hampshire

New Hampshire filing fee: $150 for foreign LLC registration (filed primarily through the New Hampshire Secretary of State online system).

Step 5: Receive approval and authority to operate

Once approved, the New Hampshire Secretary of State issues confirmation granting your LLC authority to conduct business in New Hampshire. Processing times vary, but online filings are typically approved faster than mailed submissions. Approval documents should be retained for banking, licensing, and compliance purposes.

7. After approval: New Hampshire taxes, licenses, and banking

A) New Hampshire state taxes

Once registered, a foreign LLC operating in New Hampshire may be subject to applicable state tax obligations depending on its business activity and federal tax classification. Common tax responsibilities may include:

• Business Profits Tax (BPT) for LLCs earning income from New Hampshire sources
• Business Enterprise Tax (BET) based on enterprise value tax base such as wages and interest
• Employer withholding and unemployment taxes if the LLC has employees working in New Hampshire

New Hampshire does not impose a general sales tax or a personal state income tax, which can be advantageous for certain business models.

B) Local business licenses and permits

New Hampshire does not issue a single, universal statewide business license. However, foreign LLCs may be required to obtain local permits or licenses at the city or county level depending on business location and industry. Regulated activities such as construction, professional services, food service, or transportation often require additional approvals.

C) EIN and banking

Registering as a foreign LLC in New Hampshire does not create a new legal entity. Most foreign LLCs continue using their existing Employer Identification Number (EIN) issued by the Internal Revenue Service. New Hampshire registration does not require applying for a new EIN.

Financial institutions may still request the following when opening or maintaining accounts tied to New Hampshire operations:

• New Hampshire foreign LLC approval documentation
• Certificate of Authority issued by the New Hampshire Secretary of State
• LLC Operating Agreement
• EIN confirmation letter from the IRS (EIN resource)
• Identification for members or managers

8. New Hampshire foreign LLC fees & ongoing costs

• Foreign LLC Application for Registration: $150 New Hampshire Secretary of State filing fee
• Certificate of Good Standing (home jurisdiction): Cost varies depending on the formation state or country
• New Hampshire Registered Agent service: typically $100–$300 per year
• New Hampshire Biennial Report: $10 online filing fee (due every two years)
• Local licenses and permits: cost varies by city, county, and regulated activity

9. New Hampshire foreign LLC compliance tips

• Maintain an active New Hampshire registered agent at all times
• Maintain accurate registered agent and office information with the New Hampshire Secretary of State
• Keep the LLC in good standing in its formation jurisdiction
• Monitor New Hampshire tax registrations and filing obligations
• Retain copies of registration approvals, tax filings, and compliance documents in an organized system

10. Conclusion

New Hampshire foreign LLC registration enables an existing LLC to lawfully expand and operate within New Hampshire while continuing to be governed by the laws of its original formation jurisdiction. By appointing a registered agent, filing the required application, and meeting ongoing compliance and tax obligations, foreign LLCs can operate in New Hampshire with legal certainty.

With FormLLC, founders receive structured guidance, jurisdiction-specific clarity, and compliance-focused support to complete New Hampshire foreign LLC registration correctly and maintain good standing long term.