New Hampshire Certificate of Authority / Delaware LLCs
Delaware LLC seeking New Hampshire authority: sequence, signatures and a running total
For a Delaware LLC, New Hampshire authority is $100 on Form FLLC-1, while Delaware keeps billing $400 each year, giving $500 in state charges for the first twelve months. The New Hampshire form carries a statement of current standing at home.
Two states, two yearly obligations
| Topic | Delaware | New Hampshire |
|---|---|---|
| Money each year | $400 tax | $100 report |
| Date | June 1 | January 1 to April 1 |
| Cost of lateness | $200 plus interest | $50 extra |
| Proof of home standing | Short certificate for a fee | A statement on the form |
| Cost to enter | Already formed | $100 |
Order of operations
Think of the job as five moves in a fixed order. Clear the Delaware account. Choose the New Hampshire agent. Complete the form. Collect the signature. Submit. Doing the Delaware payment first matters because the statement on the form is only honest once it is made.
What Delaware charges
The tax is $400 and falls due June 1. A payment after that date carries $200 more. Delaware measures the tax by activity during the year in its records, without any reduction for a short year.
Running total
Start with the New Hampshire form at $100. Add the Delaware tax and the first year costs $500. Add a Delaware short-form certificate at $50 for your files and the New Hampshire side with the certificate is $150. Our fee, $199, sits on top of every figure.
Name matching
Article first must show the Delaware name with its exact punctuation. If another entity already uses it in New Hampshire, the form carries a substitute and a $50 trade name application follows.
Agent matching
Delaware's agent serves Delaware only. For New Hampshire the form needs a resident with a street address, or for a corporation an authorized entity with an office here.
Case: a showroom in Salem
A Delaware LLC rents a showroom in Salem and sells to walk-in customers, which is business in any ordinary sense. It pays the Delaware tax, names a New Hampshire agent and files before opening.
Case: a secured loan
Creating or acquiring debt and enforcing mortgages are among the excluded activities. A Delaware LLC whose only New Hampshire contact is a secured loan to a local borrower may not need authority, though taking over the property would change that.
Case: a duplex in Dover
A Delaware LLC buys a duplex in Dover to rent out. That goes beyond owning property without more, so the LLC applies before the first lease starts.
Delaware law stays in charge
Under the statute, Delaware law rather than New Hampshire's governs the LLC's management and its members' liability, and a mismatch between the two cannot block registration. Your Delaware operating agreement governs.
If Delaware is behind
Pay it before anything else. A late payment turns the bill into $600 before interest. Hold the New Hampshire form until the account is clear.
Long form or short form?
Delaware also sells a long-form status record for $175. The New Hampshire form attaches no certificate, so you do not need it for this filing.
Reporting once the Delaware LLC is approved
After approval the yearly duty is a New Hampshire report, between January 1 and April 1 each year, at $100, with $50 added when it is late. It names the LLC name and home jurisdiction, the registered office and agent, the principal office, the names and business addresses of its managers or at least one member, and a brief description of the business.
Delaware corporations
A Delaware corporation uses Form 40 for $100, signed by an officer, and lists its directors and officers. See the corporation form page.
Exiting later
Exit means Form FLLC-3 and a tax statement, $65 together, and the Delaware LLC is left untouched. See the cancellation page.
What the signer should look at in Delaware
Before signing, the signer should confirm that the Delaware tax for the current year is paid, that no earlier year is outstanding and that the LLC's Delaware agent is current. Those three checks are what make the statement on the New Hampshire form true.
Case: a Delaware LLC with a remote manager in Exeter
A Delaware LLC whose manager works from home in Exeter has staff-like presence in the state but no office. The list gives no safe harbor for a worker, so the sensible course is to ask a New Hampshire lawyer and, if in doubt, apply for authority.
Delaware LLC to New Hampshire authority
Clear Delaware
Pay $400 by June 1.
Pick the agent
A New Hampshire resident at a street address.
Complete Form FLLC-1
Delaware named as the state of formation.
Collect the signature
From a person who has authority under Delaware law.
Submit
$100 to the Secretary of State.
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.
Delaware LLC questions
Is a Delaware certificate part of the filing?
No; a statement on the form stands in for it.
Does the Delaware tax reduce the New Hampshire fee?
No. The two are separate.
Is the long-form certificate needed?
Not for this filing.
Our fee and New Hampshire's
The Secretary of State's fee is $100 for an LLC filing and $100 for a corporation filing. We show the state fee apart from our own. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Get my New Hampshire authority
NH$199
+ $100 state fee
- The right New Hampshire form for your entity, completed from your answers
- The agent and the signer tested against what the state requires
- Our New Hampshire agent and office, or an agent you pick yourself
- The approved record sent to you
- Renewal: after the first year, 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 Secretary of State, domestic and foreign corporation forms and fees
- New Hampshire Secretary of State, nonprofit corporations and associations forms and fees
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Delaware Code Title 6, chapter 18, subchapter XI (fees and annual tax)
- RSA 304-C:175, registration of a foreign LLC
- Division of Corporations, pay taxes and file annual reports
- Delaware Division of Corporations fee schedule (PDF)
- New Hampshire Form 40, foreign for-profit corporation certificate of authority, and its notes
- RSA 304-C:177, names, registered office and agent
- RSA 304-C:174, activities that are not doing business
- RSA 304-C:173, law governing foreign LLCs
- Division of Corporations, certificates of status and entity status online
- RSA 304-C:194, annual reports to the Secretary of State
- RSA 77-A:18, certifications for withdrawal and good standing
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