Your business is growing, and you’re planning an expansion to other states. It’s a good problem to have!
But it’s not quite as simple as choosing another location. Because each state has different rules and requirements for business operations, you may need a “foreign qualification” in each state where you plan to do business.
It’s a common misconception that foreign qualification is only for businesses operating outside the U.S. But in this case, “foreign” refers to any business operating in a state that isn’t the state where the LLC was originally formed.
For example, if your LLC is registered in Vermont and you are looking to open a second location in New Hampshire, you may need to complete a foreign qualification in New Hampshire before you can expand there.
Important Note: If you’d like to save time and have the foreign qualification paperwork taken care of for you, many of the best LLC services can handle this task for you.
Foreign qualifying is essentially asking permission to do business in the state of New Hampshire. And the notion that “it’s easier to ask forgiveness than permission” doesn’t apply here. Failing to foreign qualify before starting a business in New Hampshire yields consequences that are far costlier than registering in the first place. If you fail to foreign qualify, your business:
Those fees can add up quickly, especially when you take late fees into account. Although it’s not all bad news. If you transact business in New Hampshire without authorization, it won’t prevent you from defending a lawsuit in the state, nor will it invalidate your current contracts.
Want a little more reading material? Check out Section 304-C:180 of the LLC Act for more info.
We’ve established why you shouldn’t do business without a foreign qualification. But what exactly does it mean to “do business” in New Hampshire? Scan the state’s LLC Act, and you won’t find any specific examples. However, other state and tax laws tell us that you are considered to be “doing business” in most states and required to foreign qualify if:
Depending on how your LLC is organized and how much profit you earn, you may be required to pay a Business Profits Tax or other business-related taxes in New Hampshire. But the state won’t know how to tax you unless you foreign qualify. Maybe you’re thinking it would save money to simply fly under the radar, but this could lead to some bigger fines in the future. It’s best to qualify as soon as you begin doing business. See the New Hampshire Department of Revenue website for more information on taxes. It’s important to always stay on top of your LLC’s taxation requirements to avoid any unwelcome surprises.
If you’re unsure whether or not you need to file for a foreign qualification in New Hampshire, we suggest seeking legal counsel.
The foreign qualification, however, isn’t a hard and fast rule for all LLCs performing any kind of action in New Hampshire. Certain actions do not qualify as “doing business” and therefore don’t require a foreign qualification. Some examples are:
Make a list of your business activities in New Hampshire, now cross-check that list with this one (or the more detailed one in the LLC Act Section 304-C:174). If you find your only business activities present here, you’re probably exempt from foreign qualifying. But again, if you have questions, it’s best to check with an attorney.
Foreign qualification in New Hampshire is simple if you know where to find and send your forms. If you or your legal counsel has decided to foreign qualify your LLC in New Hampshire, head over to the Department of State’s LLC Forms page, click “Foreign Forms” on the menu bar, and scroll down to find Form FLLC-1: Application for Foreign LLC Registration. Or, go to the NH Quickstart page to file online.
Looking to foreign qualify as soon as possible? Take the online route. You’ll need to create an account to proceed. After you do, select “Create a Business Online” and follow the instructions to enter your information. There’s a $100 fee (plus a $2 electronic filing fee) that you can pay with a card at the end.
Or, there’s always trusty postal mail. Page one of the form linked above has step-by-step instructions for how to fill it out. But for quick reference, here’s the info you’ll need:
For either filing option, you’ll also need to include a Certificate of Good Standing from your home state, not dated more than 60 days prior to your filing.
When you’ve completed your paper form, you can mail it – with a $100 check made out to “State of New Hampshire” – to:
Corporation Division, NH Dept. of State
107 N Main St, Rm 204
Concord, New Hampshire 03301-4989
Or, if you live in the area, you can also drop your documents off at the State House Annex, 3rd Floor, Rm 317, 25 Capitol St, Concord, New Hampshire, 03301.
After your form is in and your fee is paid, sit back, take a deep breath, and pat yourself on the back. Your LLC is on its way to foreign qualification, and you’re embarking on another chapter in the life of your business.
Don’t forget that each state has its own rules for business names, so before you submit your materials, double-check to make sure your name is compliant. Your LLC name must:
For more details on naming and name distinguishability, see Section 304-C:32 of the New Hampshire LLC Act. You can also reserve your New Hampshire business name if you’re not quite ready to foreign qualify your LLC.
We think you should foreign qualify your LLC before you begin conducting business in a new state. If you don’t, your business could be subject to a broad range of fines and penalties for operating an LLC in a jurisdiction where you don’t have permission to do so.
You’ll typically need to wait roughly 2-3 business days for the state to process your filing, according to the New Hampshire Department of State website.
Chances are, you’ll require at least one license or permit to operate your LLC in compliance with New Hampshire state law. For more information about business licenses and more in this state, check out the Licenses and Permits section on the state’s Business Information page.
Yes. Whether you operate a domestic or foreign LLC in this state, you are required to file a New Hampshire LLC Annual Report.
The overall costs of operating a New Hampshire LLC can vary considerably based on the specifics of your business. However, we created a helpful guide to help you identify and plan for every expense your LLC will face in this state.
The answer to this question lies in your personal preferences, but we can give some general pointers. An attorney will cost the most by a mile, but also provides expertise you won’t find with the other options. The DIY route is free of charge but can require quite a bit of legwork and provides no peace of mind that the process is being completed correctly.
Using an LLC service means your business will be foreign qualified by professionals who know what they’re doing, while also costing significantly less than a lawyer. This “best of both worlds” attribute is what makes LLC services our preferred option.
Using an online LLC service removes much of the hassle from the foreign qualification process. With these services, all you need to do is provide them with the name, location, and industry your business operates in, along with some info about yourself and your New Hampshire registered agent.
The service then files your Application for Foreign LLC Registration with the state to qualify your LLC to do business in New Hampshire.
Disclaimer: The content on this page is for informational purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
New Hampshire Business Resources
Foreign Qualification by State
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