New Hampshire Stopped Asking for a Certificate in 2023
Anything written about New Hampshire registration before November 2023 tells you to order a certificate of good standing from your home state. It is out of date. Chapter 170 of the 2023 laws amended both registration statutes with effect from 1 November that year, and the requirement now reads differently. RSA 293-A:15.03, paragraph (a)(7) requires an application for a certificate of authority to set out an affirmation that the corporation is in good standing with the agency where its articles of incorporation are filed in its home jurisdiction. RSA 304-C:175, paragraph V requires a foreign limited liability company to state an affirmation that the entity is in good standing with the agency where its certificate of formation is filed.
An affirmation, not a certificate. Nothing to order, nothing to pay for, no clock to manage and no rejection because a document aged out in the post. That change makes New Hampshire one of the fastest registrations in the country to assemble, and it puts the whole of the burden on getting the substance right rather than the paperwork.
The fee is $100 either way. RSA 293-A:1.22, paragraph (a)(13) sets the corporate application at $100 and RSA 304-C:191, paragraph II(h) sets the foreign limited liability company registration at the same figure. New Hampshire is one of the few states in this guide where the entity type makes no difference at all to what you pay, going in or every year afterwards.
Eleven exclusions, and a tax warning attached to them
RSA 293-A:15.01, paragraph (b) lists the activities that do not constitute transacting business here: maintaining, defending or settling any proceeding; holding board or shareholder meetings and other internal corporate affairs; maintaining bank accounts; maintaining offices or agencies for the transfer, exchange and registration of the corporation's own securities, or trustees or depositaries for them; selling through independent contractors; soliciting or obtaining orders, by post or through employees or agents, if the orders require acceptance outside the state before they become contracts; creating or acquiring indebtedness, mortgages and security interests in property; securing or collecting debts and enforcing those interests; owning, without more, real or personal property; conducting an isolated transaction completed within thirty days that is not one of a series; and transacting business in interstate commerce. Paragraph (c) confirms the list is not exhaustive.
Paragraph (d) is the one to read closely, and New Hampshire is unusual in writing it into the corporate act at all. Nothing in the section is to be construed so as to preclude a determination that a foreign corporation is carrying on business activity within the state within the meaning of RSA 77-A:1, paragraph XII, which is the Business Profits Tax definition. Sitting inside the corporate safe harbour is not an argument against a New Hampshire tax filing obligation, and the legislature said so on the face of the statute rather than leaving it to be inferred.
Paragraph (e) adds a category most states leave unaddressed: a Massachusetts trust or business trust established under the law of another state, and wanting to do business here, is deemed to be a foreign corporation and must register under this subdivision. If your structure is a business trust rather than a corporation or an LLC, New Hampshire has an answer and it is yes.
The bill arrives before the courtroom does
New Hampshire's sanction is not a fine. It is a reconstruction of everything you would have paid, and for a limited liability company it is a precondition to using the courts. RSA 304-C:180, paragraph I provides that a foreign LLC doing business here may not maintain any action, suit or proceeding until it has registered and has paid all fees for the period during which it did business while unregistered. Registering is not enough. The back fees have to be paid as well, and only then does the door open.
Put a number on it. An LLC that traded here for three years before registering owes the $100 registration and, on the state's view, three annual reports at $100 each and the $50 late filing fee attached to each of them. That is $550 before the first pleading is drafted, and it is the floor rather than the total, because paragraph IV also makes the company liable for all penalties imposed by the act.
Working Through the New Hampshire Filing
Four steps, and the one that used to be slowest has been abolished.
New Hampshire registration at a glance
| Item | New Hampshire position |
|---|---|
| Corporation filing | Application for Certificate of Authority, RSA 293-A:15.03 |
| LLC filing | Application for Registration, RSA 304-C:175 |
| Fee, either | $100 |
| Home-state certificate | Not required since 1 November 2023 |
| What replaced it | An affirmation of good standing on the application |
| Annual report fee | $100 |
| Annual report window | 1 January to 1 April |
| Late filing fee | $50 |
| Reinstatement | $135, or $500 for a late reinstatement |
| Certificate of existence | $5, or $10 in long form |
Step 1: Confirm your home standing, then affirm it
Do not order a certificate. Since the 2023 amendments both statutes take an affirmation on the face of the application, and the Corporation Division does not want an attachment. What it does want is an affirmation that is true, made by someone with authority to make it, so check the home register first. A company whose home-state annual report is overdue, or whose franchise tax is unpaid, is not in good standing, and affirming otherwise to a state agency is not a formality that anyone should sign through.
New Hampshire issues its own certificates for entities on its register, at $5 under both fee statutes or $10 for the long form that recites every filing the entity has made. That long form is worth knowing about, because it is what a careful buyer's counsel asks for in diligence rather than the one-line version. Our New Hampshire certificate of good standing guide covers both.
Step 2: Clear the name, and adopt a compliant one if you must
RSA 293-A:15.03, paragraph (a)(1) requires the application to state the name of the foreign corporation or, if its own name is unavailable here, a corporate name that satisfies RSA 293-A:15.06. The fallback goes inside the application rather than into a separate filing, which keeps the process to one step. Name reservation costs $15 and transfer of a reservation the same, so holding a name while a launch is prepared is cheap. If you want a trading name protected on its own footing, New Hampshire's trade name registration is a separate exercise, and our New Hampshire trade name guide covers it.
Step 3: Appoint a registered agent at a New Hampshire office
Both statutes require the address of the registered office in New Hampshire and the name of the registered agent at that office, and RSA 304-C:177, paragraph IV carries the requirement for a foreign limited liability company. A statement of change of registered agent or registered office costs $15 under the corporate fee statute, which is cheap enough that there is no excuse for a stale record.
The reason to keep it current is specific to New Hampshire's annual report window. The state opens the annual report period on 1 January and closes it on 1 April, and the reminders go to the address on the register. A registered office that has moved means the notice goes nowhere and the $50 late fee attaches by default. Our New Hampshire registered agent guide covers the appointment rules, and changing a New Hampshire registered agent covers the filing. File.Business acts as agent at $99 a year through our registered agent service.
Step 4: File the application through QuickStart
A corporation files the Application for Certificate of Authority under RSA 293-A:15.03 setting out its name, the state or country under whose law it is incorporated, the date of incorporation and period of duration, the street address of its principal office, the registered office address and agent, the names and usual business addresses of its current directors and officers, and the good standing affirmation. A limited liability company files the Application for Registration under RSA 304-C:175 with an equivalent set of items plus the nature of the business to be conducted here and the name and address of any manager or member signing.
Both cost $100 and both go through the Secretary of State's online portal. New Hampshire publishes no expedited processing tier in either fee statute, so there is no rush option to buy. With no document to chase, standard handling is usually enough anyway.
Step 5: Understand the first-year grace, then diary 1 April
Every registered entity files an annual report at $100, delivered between 1 January and 1 April, and the information in it must be current as of 1 January of the year the report is due. Miss the window and RSA 304-C:191, paragraph II(f) and RSA 293-A:1.22, paragraph (a)(17) add a $50 late filing fee.
There is a first-year grace worth knowing so you do not file something you do not owe. RSA 304-C:194, paragraph III(b) provides that a foreign limited liability company that registered at any time between 1 December of the preceding year and 1 April of the current calendar year is not required to file an annual report in that year, with reports resuming in the following January to April window. Register in mid-January and your first report is not due until the following year. Our New Hampshire annual report guide covers the filing and the recovery position.
Qualify in another state
If you would rather not do this yourself, we obtain the home-state certificate, appoint the agent, and file the application. Or keep reading and file it on your own. This guide covers everything you need either way.
What Happens If You Do Business Here Without Registering
The corporate provision and the limited liability company provision reach the same destination by different roads, and the LLC road is harder.
RSA 293-A:15.02 handles corporations. Paragraph (a) bars an unregistered foreign corporation from maintaining a proceeding in any New Hampshire court until it obtains a certificate of authority. Paragraph (b) extends the bar to its successor and to the assignee of a cause of action arising out of that business. Paragraph (c) lets a court stay a proceeding while it decides whether a certificate is required and then until one is obtained. Paragraph (e) preserves the validity of the corporation's acts and its right to defend.
Paragraph (d) is the money. A foreign corporation that transacts business here without a certificate is liable to the state, for the years or parts of years during which it did so, in an amount equal to all fees which would have been imposed had it duly applied for and received a certificate and thereafter filed all required reports, together with any penalties for failing to pay those fees. And the language on enforcement is mandatory rather than permissive: the attorney general shall bring proceedings to recover all amounts due. Most states say may.
RSA 304-C:180 does the same to a limited liability company and adds a sting. Paragraph I says the company may not maintain any action, suit or proceeding until it has registered and has paid all fees for the period during which it did business while unregistered. Paragraph II(b) makes explicit what other states leave implicit: the company's failure to register does not impair the right of any other party to the contract to maintain an action on it. Your counterparty can sue you throughout. You cannot sue them until the register and the ledger are both clean.
On a three-year lapse that is $100 to register, $300 in back annual reports and $150 in late fees, a $550 admission charge, before RSA 304-C:180, paragraph IV adds whatever penalties the act imposes. Against a $100 filing made on time, the arithmetic is not close.
What staying registered costs
One hundred dollars a year for the annual report, plus $99 to $300 for a commercial registered agent. That is the whole recurring picture, and it is the same figure for a corporation and a limited liability company, which is unusual.
Falling behind is where the scale changes. The late filing fee is $50. An application for reinstatement following administrative dissolution costs $135. A late reinstatement costs $500, five times the annual report it replaced. Our New Hampshire reinstatement guide covers which of those applies and what has to be brought current first.
New Hampshire Tax: No Sales Tax, Two Business Taxes
New Hampshire has no general sales and use tax and no broad tax on wage income, which removes two registrations that would apply almost anywhere else. What it has instead are two business taxes administered by the Department of Revenue Administration, and both catch out-of-state companies more readily than founders expect.
The Business Profits Tax under RSA 77-A applies to business organizations carrying on business activity within the state above a gross receipts threshold. The Business Enterprise Tax under RSA 77-E applies to the enterprise value tax base, being compensation paid, interest paid and dividends paid, which means a company can owe it in a year with no profit at all. That is the crucial difference from a normal income tax and the reason a loss-making New Hampshire operation still files.
RSA 293-A:15.01, paragraph (d) exists precisely to stop anyone reading the corporate safe harbour as a tax answer. Sitting outside the definition of transacting business does not preclude a finding that you are carrying on business activity within RSA 77-A:1, paragraph XII. There are also selective taxes, including the Meals and Rentals Tax and the Communications Services Tax, which apply by trade rather than by entity type. Where arrival here changes how an LLC is governed, our New Hampshire operating agreement guide covers what to record, and amending a New Hampshire filing covers changes that must reach the register.
Three New Hampshire Registrations in Practice
Example 01: a two-day registration after the 2023 change
Alderbrook Optics LLC, formed in Vermont, took a small assembly unit in Nashua. What we did: checked the Vermont register, confirmed the entity was current, and filed the RSA 304-C:175 application at $100 with the good standing affirmation rather than a certificate. Because nothing had to be ordered, the file went from instruction to submission in a single afternoon. Cost: $100 to the state, $99 for the agent, nothing for a home-state document. Time: two business days to registration. Result: registered before the first employee started, and because the filing landed in early February, the first annual report was not due until the following January under the RSA 304-C:194 grace.
Example 02: paying to get into court
A Maine electrical contractor had worked Seacoast projects for just over three years without registering, then tried to recover $38,000 on a disputed final account. Opposing counsel cited RSA 304-C:180, paragraph I, which requires both registration and payment of all fees for the unregistered period before any action can be maintained. What we did: filed the registration at $100 and paid the back annual reports and late fees the Corporation Division identified, a total of $550 in state fees, then re-served the demand. Cost: $550 plus about $1,400 in professional time on the reconstruction. Time: three weeks. Result: the claim proceeded. The counterparty, under paragraph II(b), had been free to sue throughout.
Example 03: a loss-making year that still carried a New Hampshire bill
A Connecticut design studio registered in New Hampshire, employed four people in Portsmouth and made no profit in its first full year. It assumed there would be nothing to pay. What we did: explained the Business Enterprise Tax under RSA 77-E, which is charged on the enterprise value tax base of compensation, interest and dividends paid rather than on profit, and confirmed with the client's accountant that a return was due. Cost: the tax itself plus a modest preparation fee. Result: filed on time rather than late, and the client stopped modeling New Hampshire as a no-tax state. Its 1 April annual report now sits with its other state deadlines inside compliance monitoring.
Five Mistakes That Cost New Hampshire Filers Money
Two of these come from guidance written before November 2023 and still circulating.
Mistake 1: Ordering a certificate that has not been required since 2023
Chapter 170 of the 2023 laws replaced the certificate with an affirmation in both statutes with effect from 1 November 2023. Filers working from older checklists order a home-state certificate, wait a week or two for it, and then find the New Hampshire application has nowhere to attach it. Check the current text of RSA 293-A:15.03 or RSA 304-C:175 rather than a summary, and skip the order.
Mistake 2: Reserving a name before checking whether you need to
Both applications let you state a compliant alternate name inside the filing if your own is unavailable. A separate $15 reservation is only worth buying when there will be a real gap between clearing the name and filing. Search the register, decide the fallback, and put it in the application.
Mistake 3: Letting the registered office go stale before January
The annual report window runs from 1 January to 1 April and the state's reminders go to the registered office on the record. A registered office that moved in October means no reminder in January and a $50 late fee in April. A statement of change costs $15 and takes minutes, which makes this the cheapest avoidable penalty in the guide.
Mistake 4: Filing a first annual report that was not owed
RSA 304-C:194, paragraph III(b) exempts a foreign limited liability company that registered between 1 December of the preceding year and 1 April of the current year from filing in that year. Filers who do not know about the grace pay $100 they did not owe, and occasionally file a report with information that is not yet meaningful. Check the registration date against the window before filing the first one.
Mistake 5: Assuming no sales tax means no filings
New Hampshire's lack of a general sales tax leads out-of-state companies to model it as a state with no ongoing tax exposure. The Business Enterprise Tax is charged on compensation, interest and dividends paid, so an operation that loses money can still owe it, and RSA 293-A:15.01, paragraph (d) is written specifically to prevent the corporate safe harbour being used as a defense to the Business Profits Tax. Answer the corporate question and the tax question separately.
Canceling a New Hampshire Registration
A registration that is no longer needed is cancelled by filing under RSA 304-C:179 for a limited liability company, at $35, or by applying for a certificate of withdrawal under the corporate act, also $35. Leaving it open costs $100 a year in annual reports and eventually produces an administrative dissolution that has to be reversed at $135, or $500 if it has been left long enough to count as a late reinstatement. Close the Department of Revenue Administration accounts with final returns at the same time, and keep the registered agent appointed until the cancellation is on the record. Our New Hampshire dissolution guide covers the sequence.
How File.Business Handles a New Hampshire Registration
Because the document step has gone, most of the value in a New Hampshire file is in the checks around it. We verify the home register before anyone signs the good standing affirmation, clear the name and put any alternate inside the application rather than into a separate reservation, appoint the registered agent, and file at $100 through the portal. We check the registration date against the RSA 304-C:194 grace so nobody files a first annual report that was not owed, and we flag the Business Enterprise Tax to the client's accountant early rather than in the following spring. Registered agent service is $99 a year flat. Transactional detail for this state sits on our New Hampshire foreign qualification page.
File.Business is a private filing service and not a law firm. Where a company has already been trading here, we will identify the back fees that RSA 304-C:180 requires to be paid before it can sue, so the number is known before a dispute forces the issue.
Where New Hampshire sits in a multi-state portfolio
New Hampshire is the easiest registration in this batch and one of the easier ones to misjudge. A flat $100 in and $100 a year afterwards, identical for both entity types, no certificate to chase since 2023, no expedite tier to buy and no sales tax to register for. What it does have is a back-fee gate on litigation, a mandatory instruction to the attorney general in the corporate act, and a business tax charged on payroll rather than profit. Operators tend to register here late because it looks trivial, and then meet all three at once. Registering early costs $100. Registering late costs the same $100 plus every year you skipped. Adding it alongside states with real document requirements is handled in one pass by our foreign qualification service.
New Hampshire Foreign Registration FAQ
Answered against RSA 293-A and RSA 304-C as amended, current to August 2026.
Does New Hampshire still require a certificate of good standing?
No. Chapter 170 of the 2023 laws amended both registration statutes with effect from 1 November 2023. RSA 293-A:15.03 now requires an affirmation that the corporation is in good standing with the agency where its articles of incorporation are filed, and RSA 304-C:175 requires the equivalent affirmation from a limited liability company. Nothing is attached and nothing needs to be ordered.
What does it cost to register an out-of-state company in New Hampshire?
One hundred dollars for either entity type. RSA 293-A:1.22 sets the corporate application for a certificate of authority at $100 and RSA 304-C:191 sets the foreign limited liability company registration at $100. The annual report is also $100 for both, which makes New Hampshire unusually consistent across entity types.
When is the New Hampshire annual report due?
Between 1 January and 1 April each year, and the information in it must be current as of 1 January of the year it is due. A report filed after 1 April attracts a $50 late filing fee on top of the $100.
Do we have to file an annual report in our first year?
Often not. RSA 304-C:194, paragraph III(b) provides that a foreign limited liability company registered at any time between 1 December of the preceding year and 1 April of the current calendar year is not required to file an annual report in that year. Reports resume in the following January to April window.
What happens if we do business in New Hampshire without registering?
A limited liability company may not maintain any action, suit or proceeding here until it has registered and has paid all fees for the whole period during which it did business unregistered, under RSA 304-C:180. A corporation faces the same suit bar under RSA 293-A:15.02, and is liable to the state for all the fees that would have been imposed had it registered and filed its reports, plus penalties, with the attorney general directed to bring proceedings to recover them.
Can our counterparty still sue us while we are unregistered?
Yes. RSA 304-C:180, paragraph II(b) states expressly that the failure to register does not impair the right of any other party to the contract to maintain an action on it, and both statutes confirm that an unregistered company can still defend proceedings. The bar is one-directional.
Does no sales tax mean New Hampshire has no business taxes?
No. New Hampshire has no general sales and use tax, but the Department of Revenue Administration administers the Business Profits Tax under RSA 77-A and the Business Enterprise Tax under RSA 77-E. The Business Enterprise Tax is charged on compensation, interest and dividends paid rather than on profit, so a loss-making operation with New Hampshire payroll can still owe it.
Ready to foreign-qualify in New Hampshire?
File.Business handles the entire New Hampshire foreign qualification process: home-state COGS, name conflict search, Application for Certificate of Authority or foreign LLC registration, $100 state fee, New Hampshire registered agent service, and ongoing compliance monitoring. One engagement, end to end.
Filing this yourself in New Hampshire: our New Hampshire foreign qualification page carries the current $100 fee and the application each entity type files with the Corporation Division.
Read directly from the New Hampshire statutes in August 2026, including the 2023 amendments that removed the certificate requirement and are still missing from most published guidance.
Disclosure. File.Business is a private filing service, not a government agency and not a law firm. We prepare and submit filings at your direction, and nothing on this page is legal or tax advice. Filing fees, deadlines, and statutory references are current as of the last-updated date shown above and can change. Confirm current requirements with the relevant state agency before you file.
