Foreign Qualification Application - Preparation Worksheet - New Hampshire

NEW HAMPSHIRE FOREIGN BUSINESS CORPORATION QUALIFICATION WORKSHEET

Use this worksheet to prepare the New Hampshire Secretary of State's current Form 40, Application for Certificate of Authority of a For Profit Foreign Corporation. This worksheet is not a substitute for the official form.

1. QUALIFICATION GATE

N.H. Rev. Stat. Ann. § 293-A:15.01(a) requires a foreign corporation to obtain a certificate of authority before transacting business in New Hampshire. Section 293-A:15.01(b) lists activities that, standing alone, do not constitute transacting business, including maintaining litigation, holding internal corporate meetings, maintaining bank accounts, selling through independent contractors, certain out-of-state accepted orders, owning property without more, a qualifying isolated transaction completed within 30 days, and interstate commerce. The statutory list is not exhaustive.

☐ New Hampshire counsel has reviewed the corporation's actual activities and confirmed that qualification is required.

☐ The entity is a foreign for-profit business corporation. Use the entity-specific form for an LLC, nonprofit corporation, professional corporation, partnership, or other entity type.

2. FORM 40 INFORMATION

2.1 Corporation Name

Exact legal name in the home jurisdiction, including punctuation: [________________________________]

Name to be used in New Hampshire, if different: [________________________________]

If the legal name does not contain a permitted corporate ending, Form 40 instructs the applicant to add “corporation,” “incorporated,” or “limited,” or an accepted abbreviation.

If the legal name is unavailable in New Hampshire:

☐ A New Hampshire trade-name application is included.

☐ The additional $50 trade-name fee is included.

☐ A board resolution adopting the name, signed by the corporation's secretary, is attached as required by N.H. Rev. Stat. Ann. § 293-A:15.06(a)(2) and the Form 40 instructions.

2.2 Principal Office and Optional Contact Information

Principal-office street address: [________________________________]

City: [________________________________]

State/province: [________________________________]

ZIP/postal code: [________________________________]

Country, if outside the United States: [________________________________]

Post office box, if any: [________________________________]

Optional principal mailing address, if different: [________________________________]

Optional business phone: [________________________________]

Optional business email: [________________________________]

☐ Send the courtesy annual-report reminder by email.

2.3 Home Jurisdiction and Duration

State or country of incorporation: [________________________________]

Exact date of incorporation: [__/__/____]

Period of duration:

☐ Perpetual or ongoing

☐ Date certain: [__/__/____]

2.4 New Hampshire Registered Office and Agent

N.H. Rev. Stat. Ann. § 293-A:15.07 requires an authorized foreign corporation to continuously maintain a New Hampshire registered office and registered agent. The agent's business office must be identical to the registered office.

Registered agent: [________________________________]

Registered-office physical street address: [________________________________]

City or town: [________________________________] State: NH ZIP: [__________]

Agent eligibility:

☐ New Hampshire resident whose business office is the registered office

☐ Eligible corporation whose business office is the registered office

☐ Eligible LLC whose business office is the registered office

☐ Eligible LLP whose business office is the registered office

2.5 Business Description

Form 40 provides an optional field for the corporation's proposed principal purpose or purposes in New Hampshire.

Brief business description: [________________________________]

NAICS code and subcode, if known: [________________________________]

2.6 Good-Standing Affirmation

N.H. Rev. Stat. Ann. § 293-A:15.03(a)(7) and Form 40 require an affirmation that the corporation is in good standing with the home-jurisdiction filing agency.

☐ The corporation has filed all reports and paid all fees required by its home jurisdiction.

Form 40 does not instruct the applicant to attach a separate certificate of good standing. Confirm current requirements before filing.

2.7 Current Officers and Directors

N.H. Rev. Stat. Ann. § 293-A:15.03(a)(6) requires the names and usual business addresses of all current directors and officers.

☐ Additional sheet attached, if needed.

☐ If the home jurisdiction does not require directors, “none required by law” is entered as directed by Form 40.

3. EXECUTION

Corporation name: [________________________________]

Authorized signature: [________________________________]

Printed name: [________________________________]

Title or signing capacity: [________________________________]

Date signed: [__/__/____]

Under N.H. Rev. Stat. Ann. § 293-A:1.20(f), the filing is ordinarily signed by the board chair, president, or another officer. Section 293-A:1.20(g) requires the signer's name and capacity but states that an acknowledgment, verification, or proof is optional; notarization is not required.

4. FILING PACKAGE

☐ Current official Form 40 completed in black print or type

☐ All current officers and directors listed

☐ Trade-name application and secretary-signed board resolution attached, if required

☐ Filing fee of $100 included under N.H. Rev. Stat. Ann. § 293-A:1.22(a)(13)

☐ Additional $2 electronic-filing charge included if filing online, as stated on the Secretary of State's current forms page

☐ Submission copy and payment confirmation retained

Paper filing address shown on Form 40:

Corporation Division, New Hampshire Department of State

107 N Main St, Room 204

Concord, NH 03301-4989

Use the Secretary of State's current online filing system for an electronic submission.

5. POST-FILING CHECKLIST

☐ Retain the filed application and issued certificate of authority.

☐ Continuously maintain the registered office and registered agent required by N.H. Rev. Stat. Ann. § 293-A:15.07.

☐ Calendar the annual report required by N.H. Rev. Stat. Ann. § 293-A:16.21. It is filed between January 1 and April 1, subject to the first-report timing rule in subsection (c).

☐ Budget the current $100 annual-report fee and $50 late fee under N.H. Rev. Stat. Ann. §§ 293-A:1.22 and 293-A:1.36.

☐ If the corporation ceases transacting business in New Hampshire, use Form 44 and the withdrawal process under N.H. Rev. Stat. Ann. § 293-A:15.20. The Secretary of State's current forms page also requires a tax certificate from the Department of Revenue Administration. The current withdrawal filing fee is $35.

☐ Review tax registrations, licenses, permits, securities-law obligations, trade-name filings, and industry-specific approvals separately.

SOURCES AND REFERENCES

• New Hampshire Secretary of State — Domestic and Foreign Corporation Forms and Fees
• New Hampshire Secretary of State — Form 40
• N.H. Rev. Stat. Ann. § 293-A:1.20
• N.H. Rev. Stat. Ann. § 293-A:1.22
• N.H. Rev. Stat. Ann. § 293-A:1.36
• N.H. Rev. Stat. Ann. § 293-A:15.01
• N.H. Rev. Stat. Ann. § 293-A:15.03
• N.H. Rev. Stat. Ann. § 293-A:15.06
• N.H. Rev. Stat. Ann. § 293-A:15.07
• N.H. Rev. Stat. Ann. § 293-A:15.20
• N.H. Rev. Stat. Ann. § 293-A:16.21