New Hampshire Certificate of Authority / Penalties
What happens to an entity that works in New Hampshire without a certificate of authority
Authority costs $100 for an LLC or a corporation, and doing business in New Hampshire without it closes the courthouse door to an LLC until it registers and settles up. A foreign corporation without a certificate meets a similar rule. Here is each consequence, in the order it bites.
Consequences at a glance
- LLC and the courts
- No action of its own until registered and paid
- LLC and money
- Fees for each year or part year, plus penalties
- LLC and contracts
- Remain valid
- LLC as defendant
- May defend
- Corporation and the courts
- No proceeding until it holds a certificate
- Legal papers
- Deemed served on the Secretary of State, for an LLC
- Statutes
- RSA 304-C:180 and 182; RSA 293-A:15.02
The first cost is access to court
RSA 304-C:180 says an LLC doing business here unregistered cannot maintain an action, suit or proceeding ahead of registering and clearing every fee for the unregistered period. For a foreign corporation, the business corporation act holds the same line until a certificate is obtained.
Nothing signed is undone
Deals stay valid, the counterparty keeps the right to sue on the contract, and the LLC keeps the ability to defend a suit. The exposure is access and money, not the validity of what was signed.
The people behind the LLC
A missed registration, standing alone, leaves members and managers outside the company's debts. The shield is narrow: a person's own conduct is not covered.
The bill
The LLC owes the state, for each year or part of a year of unregistered business, a sum matching the fees a registered LLC would have paid, with penalties added. The statute does not list those fees. The Attorney General can sue for them.
An illustration only
Take the registration plus three annual reports at the schedule amounts: $400. Penalties come on top. Registering promptly costs $100.
Papers go to the Secretary of State
An unregistered LLC doing business here is treated as having named the Secretary of State to receive legal process, with the same force as handing it to a manager or agent. For this purpose doing business is broad: the course of practice of carrying on any business activities in New Hampshire, including the solicitation of business or orders in the state.
The corporation side
A corporation without a certificate is barred from keeping a proceeding going, the bar extends to its successors and assignees, and a court may stay a case already underway. See the corporation form page for the application.
Stopping the clock
Authority ends the continuing exposure. The bar on starting cases stays until the back fees are paid as well, so register first and then settle.
Group structures
The statutes speak of the entity doing business, not its parent. A holding company that only controls an operating company here is not doing business solely for that reason, so the duty usually falls on the operating entity. Where a parent also acts directly, the protection weakens.
Timing
Because each year or part year counts, a delay over New Year can add a full year to the tally. The sooner an entity applies, the smaller the unregistered period.
Next steps
The complete guide describes the filing, and we prepare the form for $199. Our requirement test shows whether the rule reaches you at all.
How the sections fit together
Section 180 deals with courts, contracts and the bill. Section 182 deals with service of process. Section 183 and the sections after it deal with revocation of a registration that already exists. The corporation act has its own consequences section. Reading them together, an entity that registers late loses time and money, and one that never registers loses its standing to sue.
What a lawyer can add
A lawyer licensed in New Hampshire can say whether your activity counts, how the back fees would be counted and how to handle earlier years. Those are judgments we do not make.
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.
Penalty questions
Can an unregistered LLC be sued?
Yes, and it can defend itself.
Are its contracts invalid?
No. They stay valid.
Who receives legal papers for an unregistered LLC?
The Secretary of State, by operation of the statute.
Can the state recover back fees?
Yes, through proceedings the Attorney General may bring.
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
- RSA 304-C:180, effect of not registering
- RSA 293-A:15.02, corporation transacting business without authority
- New Hampshire QuickStart, annual report and annual fee schedule
- RSA 304-C:182, service on an unregistered foreign LLC
- RSA 304-C:174, activities that are not doing business
- RSA 304-C:183, grounds for revocation
Need authority to operate in New Hampshire?
Order now and we prepare the right form for your entity.