State of New Hampshire Application for Certificate of Authority – For Profit Foreign Corporation | Form 40

The State of New Hampshire Application For Certificate of Authority – For Profit Foreign Corporation | Form 40 was developed by the New Hampshire Secretary of State Corporation Division for the use of foreign corporations (corporate entities who have formed and currently operate outside of New Hampshire) wishing to report the information that is required before transacting any business in this state. Filing entities will of course need to satisfy other governing bodies and will need to satisfy other requirements. For instance, a foreign corporation, depending on the nature of the type of entity it is and/or the New Hampshire locality where it shall operate, may need to obtain business licenses and will likely need to obtain tax registration certificate. Hence, filing entities should strongly consider seeking legal counsel to make sure they are up to date with the minutia of every process that must be completed to operate in the State of New Hampshire.

Most of the information on this form is required for the registration of a foreign entity, though it is strongly recommended to fill out all areas. The State of New Hampshire Application For Certificate of Authority – For Profit Foreign Corporation | Form 40 should be submitted to the New Hampshire Secretary of State with a Full Payment of the $100.00 Filing Fee and all required documentation. This may be done by mailing this package to: Corporation Division, NH Dept. of State, 107 N. Main Street, Rm 204, Concord, NH 03301-4989

How To File

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Step 1 – Download the PDF NH Certificate of Authority for a Foreign Corporation by selecting this link: Form 40 or by clicking on the link above (“Download Form”). You may fill this form out on screen using a valid PDF program or you may print this form out and fill it out with a typewriter or by hand. If the latter, make sure you make it perfectly legible and that it is in black ink.

Step 2 – In Article 1, report the Full Name of the foreign corporation’s Name as it appears on the record books in its domicile state. This must be a precise reporting of this entity’s Name, including any punctuation, hyphenation, words of incorporation as the Name appears on official documents issued by the foreign entity’s home state’s governing body.

Step 3 – If  the official and true Name of the foreign entity does not contain a word of incorporation, does not conform to New Hampshire Code, or is not unique then the filing entity must operate under an Assumed Name. This will require a Trade Name Application ($50.00 Filing Fee) to be submitted with these articles along with the Board of Director’s Resolution to operate under this Name. Note: This resolution may be a copy of the original statement but must be signed by the Secretary of the corporation.

Step 4 – Enter the Building Number, Street, Suite Number, City, State, and Zip Code of the Principal Office on the first line of the Third Article. There is an opportunity on the next line to report the Full Mailing Address if it is different from the actual location. If you wish you may also report the Business Phone Number and Email Address in the spaces made available. You may also elect to receive the courtesy Annual Report Reminder via the Email Address provided by placing a check on the last line of this section.

Step 5 – In the Fourth Article, you must report the jurisdiction the filing entity incorporated in.

Step 6 – In the Fifth Article, enter the Date of Incorporation (Month/Day/Year) on the first blank space, then on the second blank space state the Period of Duration for this corporations life span is predetermined. If there is no predetermined life span for this entity, write in the word “Perpetual.”

Step 7 – The Sixth Article will require a definition of the Identity and Whereabouts of the New Hampshire Registered Agent. This is the party that has accepted the responsibility of accepting service of process on behalf of the filing entity should this entity be sued in the State of New Hampshire. Every corporate entity transacting business in this state must have a Registered Agent that maintains a Physical Address in the State of New Hampshire. Report the Full Name of the Registered Agent on the first blank line of this article. The second blank line of Article Six must have the Full Address of the Physical Location of the New Hampshire Registered Agent documented. This application may be notably delayed or even rejected if this section is not accurately reported.

Step 8 – The Seventh Article must have the full Purpose of the filing entity’s operation and transactions in New Hampshire. It is recommended to report the filing entity’s NAICS Code or Sub Code.

Step 9 – The Eighth Article calls for a report on the full Roster of active Officers and Directors of the filing entity. This report must contain the Full Name of each individual, the Title they hold with the filing entity, and that individual’s usual Business Address. There is enough space provided for three of each however, if there are more this list must be continued on a separate document then attached.

Step 10 – The end of this document will have several blank spaces. The first will require the Corporate Name of the filing entity. The second line must be signed by the Chairman of the Board or an Authorized Officer (i.e. President). The third line is provided so the Signature Party may also Print his/her Name. The fourth line will require the Title of the Signature Party to be reported. Finally, the last line of this document must have the Date the Signature Party signed his/her Name reported.

Step 11 – Once you have satisfied all preliminary requirements, gather all documents that must be submitted with these articles, the completed State of New Hampshire Application for Certificate of Authority of a Foreign Corporation, a check made out to “State of New Hampshire” that covers the Filing Fee ($100.00) and all other applicable fees (i.e. if you are submitting a Trade Name Application then send it to the New Hampshire secretary of State. You will receive a filed stamped copy within thirty days if successful.

Mail To:

Corporation Division
NH Dept. of State
107 N. Main Street Room 204
Concord, NH 03301-4989