§ 304-C:177 — Names of Foreign Limited Liability Companies; Registered Office; Registered Agent

New Hampshire § 304-C:177

• Jurisdiction: New Hampshire
• Title XXVIII: PARTNERSHIPS
• Ch. 304-C: LIMITED LIABILITY COMPANIES
• Subdivision: Foreign Limited Liability Companies

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I. A foreign limited liability company may register with the secretary of state under its name, provided however:
(a) The name must be one that could be registered by a domestic limited liability company;
(b) The name under which a foreign limited liability company is registering must include the words "limited liability company" or the abbreviation "L.L.C.," "LLC," or similar abbreviation;
(c) A foreign limited liability company may use a fictitious name under which it may register and transact business in this state if its real name has been determined by the secretary of state to be unavailable;
(d) A foreign limited liability company name shall not contain language stating or implying that it is organized for a purpose other than that permitted by RSA 304-C:21;
(e) Except as authorized by subparagraphs I(f) and (g), a foreign limited liability company name or a fictitious name used by a foreign limited liability company, based upon the records of the secretary of state, shall be distinguishable from, and not the same as:
(1) The name of an entity incorporated, authorized, formed, or registered to do business in this state under RSA 292, RSA 293-A, RSA 293-B, RSA 294-A, RSA 301, RSA 301-A, RSA 304-A, RSA 304-B, RSA 304-C, RSA 305-A, or RSA 349;
(2) A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, or RSA 304-C;
(3) The fictitious name of another foreign corporation authorized to transact business in this state;
(4) The name of an agency or instrumentality of the United States or this state or a subdivision of the United States or of this state, including names reserved pursuant to RSA 53-E;
(5) The name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the political party;
(6) The name "farmers' market" unless the entity meets the definition of "farmers' market" established in RSA 21:34-a.
(e-1) Except as authorized by subparagraphs (f) and (g), a foreign limited liability company name or a fictitious name used by a foreign limited liability company, based upon the records of the secretary of state, is not distinguishable upon the record if the only distinguishing factor to the foreign limited liability company name or the fictitious name is:
(1) An article.
(2) Plural forms of the same word.
(3) Phonetic spelling of the same name or word.
(4) An abbreviation in place of a complete spelling of the name.
(5) A suffix or prefix added to a word or any other deviation from or derivative of the same word, excluding antonyms and opposites.
(6) A change in a word or name indicating entity status.
(7) The addition of a numeric designation, unless consent is granted by the current name holder.
(8) Differences in punctuation or special characters, unless it changes the clear meaning of the word.
(9) Differences in whether letters or numbers immediately follow each other or are separated by one or more spaces.
(10) An Arabic numeral representing a number, a Roman numeral representing the same number, or a word representing the same number appearing in the same position within otherwise identical names.
(f) A foreign limited liability company may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, one or more of the names described in subparagraph I(e), as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:
(1) The entity with the name as described in subparagraph I(e) gives written consent to the applicant to use the name that is not distinguishable from or is the same as its name and submits an undertaking in form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, the name of the applicant; or
(2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
(g) A foreign limited liability company may use the name, including the fictitious name, of another domestic or foreign entity that is used in this state if the other entity is incorporated, authorized, formed, or registered to transact business in this state and the proposed user foreign limited liability company:
(1) Has merged with the other entity;
(2) Has been formed by reorganization of the other entity; or
(3) Has acquired all or substantially all of the assets, including the name, of the other entity.
II. This act does not control the use of fictitious names.
III. Nothing in this section shall prohibit the owner or owners of a trade name registered under RSA 349 to form a foreign limited liability company under the same name as the trade name.
IV. Each foreign limited liability company shall have and maintain in New Hampshire:
(a) A registered office that may be the same as any of its places of business in New Hampshire.
(b) A registered agent, which agent may be:
(1) An individual who resides in this state and whose business office is identical with the registered office; or
(2) A corporation organized or authorized under RSA 292, RSA 293-A, or RSA 294-A whose business office is identical with the registered office; or
(3) A limited liability company formed or authorized under RSA 304-C whose business office is identical with the registered office; or
(4) A limited liability partnership formed or authorized under RSA 304-A:44 whose business office is identical with the registered office.
V. A foreign limited liability company registered to transact business in this state may change its registered office or registered agent, or both by delivering to the secretary of state for filing a statement of change that sets forth:
(a) Its name;
(b) The street address of its current registered office;
(c) If the current registered office is to be changed, the street address of its new registered office;
(d) The name and address of its current registered agent;
(e) If the current registered agent is to be changed, the name of its new registered agent; and
(f) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
VI. If a registered agent changes the street address of its business office, it may change the street address of the registered office of any foreign limited liability company for which it is the registered agent by notifying the foreign limited liability company in writing of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement of change that complies with the requirements of paragraph V and recites that the foreign limited liability company has been notified of the change.
VII. (a) The registered agent of a foreign limited liability company registered to do business in this state may resign from such position by signing and delivering to the secretary of state for filing a statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued.
(b) The secretary of state shall mail a copy of the registered agent's statement of resignation to the foreign limited liability company at its principal office address shown in its most recent annual report.
(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed or on the appointment of a successor registered agent, whichever occurs first.

Legislative History

2012, 232:2, eff. Jan. 1, 2013. 2015, 188:17, 18, eff. Jan. 1, 2016. 2018, 221:9, eff. Jan. 1, 2019. 2019, 316:12, eff. Oct. 1, 2019.