When an out-of-state entity needs a New Hampshire certificate of authority

The statute names maintaining, defending or settling a proceeding; holding member or manager meetings and handling internal affairs; maintaining bank accounts; keeping offices for transfers and registration of its own interests; selling through independent contractors; soliciting orders that require acceptance outside the state; creating or acquiring debt, mortgages and security interests; collecting debts and enforcing mortgages; owning, without more, real or personal property; an isolated transaction completed within 30 days; and transacting business in interstate commerce. Grouped by theme, the exclusions concern money (bank accounts, borrowing, collecting), disputes (maintaining or defending a proceeding), the company itself (meetings, its own securities), sales (independent contractors, orders accepted elsewhere, interstate commerce), and the passing visit (one job inside 30 days, plain ownership of property).

Soliciting orders is excluded only when acceptance happens outside the state before a contract forms. A salesperson who takes a signed order in a New Hampshire showroom is in a different position from a web order accepted at head office. Sales through independent contractors are also excluded, which matters to a maker that sells through commissioned agents.

Taken alone, none of these makes a foreign LLC a business actor: controlling an operating corporation, holding a limited partner's interest in an operating partnership, or being a member or manager of an operating LLC. The protection applies to the holding position, so it weakens if the parent also acts directly in New Hampshire.

A single-member LLC formed elsewhere whose owner relocates to Portsmouth and works from home finds nothing on the list that fits a regular worker in the state. The sensible course is to apply for authority, and to check the facts with a lawyer.

Attending a one-week trade show in Manchester and taking orders subject to acceptance at head office fits the exclusions. A seasonal store that closes binding sales on the spot does not.

An e-commerce LLC that ships from out of state is mostly within the interstate commerce and order-acceptance exclusions. If it rents a New Hampshire warehouse for returns and fulfillment, the premises begin to look like a presence, and the answer depends on the facts.

An LLC inside the rule that does not register is shut out of court as plaintiff until it pays, and it owes fees by the year. The penalties page covers it, and the LLC application page takes you through the form.

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.