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New Hampshire Certificate of Authority / Corporations

The New Hampshire certificate of authority form for a foreign corporation

A foreign for-profit corporation applies for its New Hampshire certificate of authority on Form 40, the Application for Certificate of Authority for Profit Foreign Corporation, and pays $100. We prepare the form for $199.

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The corporation form in short

Form
Form 40, Application for Certificate of Authority for Profit Foreign Corporation
Statute
RSA 293-A:15.03
State fee
$100
Signed by
the chairman of the board of directors, the president or another officer
Filed with
New Hampshire Secretary of State, Corporation Division
Copy back
A stamped copy inside 30 days after acceptance

What does the statute require the application to say?

Seven things: the corporation name and any different New Hampshire name, home state, date of incorporation and duration, principal office, registered office and agent, current directors and officers, and an affirmation of good standing at home. The first six are facts about the corporation. The last is the good standing affirmation, which is why no home-state certificate is attached.

How are the names handled?

The form's first article takes the exact name of the corporation as registered in the state of incorporation, with matching punctuation. The second takes the name to be used in New Hampshire, with a corporate word or abbreviation such as Inc., Corp. or Ltd.. If the corporate name cannot be used, the filing includes a trade name application with an additional fee and a board resolution signed by the secretary of the corporation at a cost of $50.

Where does mail go?

The third article gives the complete street address of the principal office, a post office box allowed in addition. Because the state sends its mail there unless told otherwise, use an address that is staffed.

Who signs the corporation form?

the chairman of the board of directors, the president or another officer signs. Our LLC page covers the LLC's signing rule.

How is the registered agent chosen?

A registered office and agent must be maintained in New Hampshire continuously; the agent may be a resident individual, or a corporation, LLC or LLP organized or authorized in New Hampshire, whose business office is identical with the registered office.

What does the office do on receipt?

Name availability is checked when the papers reach the office. Once accepted, a stamped copy is returned inside 30 days, and if it is not, tell us. A cashed check shows receipt only.

What rights follow?

The corporation takes the same rights and privileges as a domestic one of its kind, no greater, and the same duties and liabilities. The state does not regulate its internal affairs.

What if the corporation does not apply?

A corporation with no certificate that is transacting business cannot sue in New Hampshire until it gets one. Successors and assignees are caught too, and a court may stay the case. The penalties page compares this with the LLC rule.

Reporting and leaving

The corporation files an annual report for $100. Withdrawal is on Form 44 at $35, plus a tax certificate and the Department's $30, $65 in all.

Nonprofit corporations

A foreign nonprofit applies on Form FNP-1 for $25, with its own amendment and withdrawal fees of $25 and $25. We take nonprofit orders by arrangement.

Time and money for a corporate filing

Allow for gathering the directors' and officers' details, finding the agent, and getting the officer's signature. The state fee is $100, the first report adds $100, and electronic payment adds $2. The filed-stamped copy for a mailed form takes up to 30 days after acceptance.

Trade names for corporations

A corporation whose name is not available files a trade name application and a board resolution signed by its secretary.

The corporate checklist

Name matching the home record. A street-address principal office. Current directors and officers. An agent and office. An officer's signature. The fee of $100. If the name is taken, the trade name papers.

Two quick checks before signing

The officer who signs should make sure the home annual report is on file and that the officer list on the form reflects the corporation's current records. Both are short checks that prevent a returned form.

Applying for a corporate certificate of authority

  1. Match the name

    Take it exactly from the home-state record.

  2. List the officers

    Each current director and officer, with an address.

  3. Name the agent

    A resident or authorized entity with an office here.

  4. Get the signature

    From the chairman, president or another officer.

  5. File and pay

    $100 on Form 40.

  6. Look for the stamped copy

    It should follow within 30 days of acceptance.

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.

Corporation questions

Is Form 40 the only corporate form?

It is the form for a for-profit corporation. A nonprofit uses Form FNP-1.

What if our name is taken?

A trade name application, plus a board resolution the secretary signs.

Who signs Form 40?

An officer such as the chairman or the president.

We prepare Form 40

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
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Sources

  1. New Hampshire Secretary of State, LLC forms and fees
  2. New Hampshire Form FLLC-1, foreign LLC registration, and its instructions
  3. New Hampshire Secretary of State, domestic and foreign corporation forms and fees
  4. New Hampshire Secretary of State, nonprofit corporations and associations forms and fees
  5. New Hampshire Form 40, foreign for-profit corporation certificate of authority, and its notes
  6. New Hampshire QuickStart, annual report and annual fee schedule
  7. RSA 293-A:15.03, application for a certificate of authority
  8. RSA 293-A:15.07, registered office and agent of a foreign corporation
  9. RSA 293-A:15.05, effect of a certificate of authority
  10. RSA 293-A:15.02, corporation transacting business without authority
  11. RSA 77-A:18, certifications for withdrawal and good standing
  12. New Hampshire Form 44, withdrawal of a for-profit foreign corporation

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