APPLICATION FOR CERTIFICATE OF AUTHORITY

(Foreign Qualification – State of New Hampshire)

[// GUIDANCE: This template is drafted for a foreign business entity—corporation, limited liability company, limited partnership, or other statutorily-recognized entity—seeking authority to transact business in New Hampshire (“NH”). It is intentionally more robust than the Secretary of State’s short-form application, allowing counsel to (i) capture all statutory data points in a single document, (ii) embed defensive representations, covenants, and remedies to mitigate risk, and (iii) memorialize ongoing compliance obligations in a form suitable for board/manager resolutions and due-diligence files. Delete any bracketed provisions that are not applicable to the chosen entity type. ]

TABLE OF CONTENTS
I. Document Header
II. Definitions
III. Operative Provisions (Qualification Requirements)
IV. Representations & Warranties
V. Covenants & Restrictions (Ongoing Obligations)
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Title. Application for Certificate of Authority to Transact Business in the State of New Hampshire (the “Application”).

2. Parties.
   a. Applicant: [LEGAL NAME OF FOREIGN ENTITY], a [ State/Country ] [ corporation / limited liability company / limited partnership ] (the “Applicant”).
   b. State: The State of New Hampshire, acting through the Office of the Secretary of State (the “State”).

3. Recitals.
   WHEREAS, the Applicant was duly formed under the laws of [HOME JURISDICTION] on [DATE OF FORMATION] and is in good standing therein; and
   WHEREAS, the Applicant desires to transact business within the State and must therefore obtain a Certificate of Authority pursuant to the applicable provisions of the New Hampshire Revised Statutes Annotated (“RSA”);

NOW, THEREFORE, the Applicant hereby submits this Application and agrees to the covenants and obligations set forth herein.

4. Effective Date. This Application shall become effective upon (a) acceptance for filing by the Secretary of State or (b) [DELAYED EFFECTIVE DATE – not to exceed 90 days post-filing], whichever occurs later (the “Effective Date”).

5. Governing Law. This Application shall be governed by the corporate/organizational law of the State of New Hampshire to the extent not pre-empted by the laws of the Applicant’s Home Jurisdiction.

II. DEFINITIONS

For purposes of this Application, capitalized terms shall have the meanings set forth below. Defined terms appear alphabetically.

“Annual Report” – Each annual report (or “annual return” for LLCs) required to be filed with the NH Secretary of State pursuant to applicable RSA provisions and administrative regulations.

“Authority” – The Certificate of Authority (corporation) or Certificate of Registration (LLC/LP) issued by the State to the Applicant upon acceptance of this Application.

“Home Jurisdiction” – The state or foreign nation under whose laws the Applicant was originally organized.

“NH Act” – Collectively, the chapters of the New Hampshire Revised Statutes Annotated governing foreign entities, including without limitation RSA Ch. 293-A (business corporations), RSA Ch. 304-C (limited liability companies), and RSA Ch. 304-B (limited partnerships), as applicable.

“Registered Agent” – The individual or business entity appointed and maintained by the Applicant in the State pursuant to the NH Act to accept service of process.

“Registered Office” – The street address in New Hampshire of the Registered Agent, as designated in Section III.3 below.

“Withdrawal” – The statutory procedure by which the Applicant terminates its Authority and ceases to be qualified in New Hampshire.

III. OPERATIVE PROVISIONS (QUALIFICATION REQUIREMENTS)

1. Legal Name; Alternate Name.
   a. The Applicant’s exact legal name is “[LEGAL NAME OF FOREIGN ENTITY].”
   b. If such name is unavailable or non-compliant under RSA naming conventions, the Applicant shall transact business in New Hampshire under the fictitious name “[ALTERNATE DESIGNATED NAME]” after filing the requisite trade name registration.

2. Principal Office.
   Address: [STREET ADDRESS, CITY, STATE/COUNTRY, ZIP/POSTAL CODE].

3. Registered Office and Registered Agent in New Hampshire.
   a. Registered Agent Name: [NAME].
   b. Registered Office Street Address (no P.O. Box): [NUMBER & STREET, CITY, NH ZIP].
   c. The Registered Agent’s consent to appointment is evidenced by the execution block in Section X or by a separate written consent kept on file with the Applicant.

4. Entity Specific Disclosures. (Complete the subsection applicable to your entity type and delete the rest.)
   a. Corporations:
   i. Authorized Shares: [NUMBER & CLASS].
   ii. Issued Shares: [NUMBER & CLASS].
   iii. Duration: [PERPETUAL / SPECIFIED TERM].
   b. Limited Liability Companies:
   i. Management Structure: [MANAGER-MANAGED / MEMBER-MANAGED].
   ii. Duration: [PERPETUAL / SPECIFIED TERM].
   c. Limited Partnerships:
   i. Name & Address of General Partner(s): [LIST].
   ii. Duration: [PERPETUAL / SPECIFIED TERM].

5. Business Purpose.
   The Applicant is authorized in its Home Jurisdiction to engage in the following lawful business: [GENERAL PURPOSE DESCRIPTION]. The Applicant will conduct only such activities in New Hampshire as are permitted under the NH Act.

6. Certificate of Existence.
   A Certificate of Existence (or Good Standing) issued within ninety (90) days prior to the filing date, authenticated by the appropriate authority of the Home Jurisdiction, accompanies this Application.

7. Filing Fee.
   The statutory filing fee of $ [AMOUNT] is tendered contemporaneously with this Application.

8. Tax Compliance Acknowledgment.
   The Applicant acknowledges its obligation to register with the NH Department of Revenue Administration for any applicable business profits tax, business enterprise tax, or other levies.

IV. REPRESENTATIONS & WARRANTIES

The Applicant represents and warrants to the State as of the Effective Date that:

1. Due Organization & Good Standing. The Applicant is duly organized, validly existing, and in good standing under the laws of its Home Jurisdiction.

2. Corporate/Organizational Authority. The execution, delivery, and filing of this Application have been duly authorized by all necessary action of the Applicant.

3. Accuracy of Application. The information set forth herein is true, correct, and complete in all material respects.

4. No Conflict. The filing of this Application does not violate the charter documents of the Applicant or any applicable law in its Home Jurisdiction.

5. Consent to Service of Process. The Applicant irrevocably appoints the Registered Agent as its agent for service of process in any civil, criminal, administrative, or investigatory proceeding in the State.

[// GUIDANCE: Representations give the State—and any third party relying on the public filing—a basis for administrative or civil penalties if the Application contains misstatements. They also protect internal decision-makers by establishing diligence standards.]

V. COVENANTS & RESTRICTIONS (ONGOING OBLIGATIONS)

1. Annual Reports. The Applicant shall file its Annual Report with the Secretary of State on or before April 1 of each year (LLCs: by the anniversary month of formation).

2. Maintenance of Registered Office/Agent. The Applicant shall continuously maintain a Registered Agent and Registered Office in NH and shall promptly file any change pursuant to the NH Act.

3. Amendments. The Applicant shall file an Amended Certificate of Authority within thirty (30) days after any change in its (a) legal name, (b) duration, (c) authorized shares/memberships, or (d) principal office.

4. Tax & Compliance. The Applicant shall pay all fees, franchise taxes, and other assessments imposed by the State and shall comply with all New Hampshire laws applicable to its activities.

5. Withdrawal. Prior to ceasing business in New Hampshire, the Applicant shall file a Certificate of Withdrawal (or Cancellation, for LLCs/LPs) and pay all outstanding fees, taxes, and penalties.

6. Records. The Applicant shall maintain in writing at its principal office or a document-storage provider the records required by its Home Jurisdiction and shall provide copies to the State upon lawful request.

VI. DEFAULT & REMEDIES

1. Events of Default. Each of the following constitutes a default:
   a. Failure to maintain a Registered Agent for 30 consecutive days;
   b. Failure to file an Annual Report within 60 days after the statutory deadline;
   c. Material misrepresentation in this Application or any subsequent filing;
   d. Failure to pay any fees, taxes, or penalties when due.

2. Notice & Cure. The Secretary of State will provide written notice of default to the Applicant at its Registered Office or Principal Office. The Applicant shall have 60 days from the date of notice to cure the default.

3. Administrative Dissolution / Revocation. If the Applicant fails to timely cure, the State may revoke the Authority, after which the Applicant shall not transact business in NH other than winding up affairs and defending lawsuits.

4. Service of Process Post-Revocation. After revocation, service of process may be made on the Secretary of State as statutory agent, with forwarding to the last known address of the Applicant.

5. Fees & Costs. The Applicant shall be liable for all statutory penalties, reinstatement fees, and reasonable costs incurred by the State in enforcing compliance.

VII. RISK ALLOCATION

[// GUIDANCE: Traditional indemnification and limitation-of-liability clauses are not typically part of a statutory qualification filing. Nevertheless, the following language clarifies the Applicant’s assumption of compliance risk:]

The Applicant shall bear all liability arising from (a) its failure to comply with the NH Act, and (b) any inaccuracy or omission in this Application. The State shall have no liability for losses sustained by the Applicant due to rejection or revocation of Authority, other than refund of any statutorily-refundable portion of the filing fee.

VIII. DISPUTE RESOLUTION

1. Governing Law. All questions concerning the validity, interpretation, and enforcement of this Application shall be governed by the laws of the State of New Hampshire, without regard to conflict-of-laws principles.

2. Forum Selection. The Applicant consents to the exclusive jurisdiction of the New Hampshire Business Court (or, if jurisdiction is lacking, any state court of competent jurisdiction located in Merrimack County) for any proceeding arising out of or relating to this Application.

3. Arbitration; Jury Waiver; Injunctive Relief. Not applicable. Nothing herein shall be construed to limit the State’s right to seek injunctive or administrative relief as provided by statute.

IX. GENERAL PROVISIONS

1. Amendments & Waivers. No amendment or waiver of any provision of this Application shall be effective unless filed with and accepted by the Secretary of State or otherwise required/allowed by the NH Act.

2. Assignment. The Authority is not assignable; any merger, conversion, or domestication involving the Applicant that results in a new entity must be separately qualified.

3. Successors. The obligations of the Applicant herein shall bind any successor entity that survives a merger or conversion, unless and until a Withdrawal is duly filed.

4. Severability. If any provision of this Application is determined to be unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

5. Integration. This Application, together with any attachments, constitutes the entire statement of information required for qualification and supersedes all prior or contemporaneous communications on the subject matter.

6. Counterparts; Electronic Filing. This Application may be executed in counterparts and filed electronically or in hard copy, each of which shall be deemed an original. Signatures may be provided by facsimile, PDF, or as otherwise permitted by the NH Act and administrative rules.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Applicant has caused this Application to be duly executed as of the date set forth below.

[LEGAL NAME OF FOREIGN ENTITY]
a [STATE] [CORPORATION / LLC / LP]

By: ______
Name: [AUTHORIZED SIGNATORY]
Title: [OFFICER / MANAGER / GENERAL PARTNER]
Date: [____]

CONSENT OF REGISTERED AGENT
The undersigned hereby accepts appointment as Registered Agent for the Applicant in the State of New Hampshire and acknowledges the obligations set forth in this Application and the NH Act.

[NAME OF REGISTERED AGENT]
Date: [_]

[NOTARIZATION BLOCK – include if required in the Applicant’s Home Jurisdiction or elected for internal corporate recordkeeping]

[// GUIDANCE: Filing Checklist (do not submit with Application; retain for internal use)
☐ Completed Application executed by authorized signatory
☐ Certificate of Existence (≤ 90 days old) from Home Jurisdiction
☐ Statutory Filing Fee (check or ACH per SOS instructions)
☐ Trade Name Registration (if alternate name required)
☐ Cover Letter with return instructions and contact information ]