Chapter 305-A: Registration of Foreign Partnerships

I. Every foreign partnership, desiring to do business within this state, shall pay a filing fee of $50 to the secretary of state on the date of registration.

II. Every foreign partnership, desiring to do business within this state, shall continuously maintain in this state:

(a) A registered office which may or may not be the same as its place of business in the state; and

(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.

All applications of foreign partnerships for authority to do business in this state shall be made on forms prescribed or furnished by and filed in the office of the secretary of state and shall be executed by a general partner of the partnership desiring to so register, and shall set forth: (a) the name of the partnership, the state under which laws it is formed, and the post office address with street and number, if any, of its principal office in such state; and (b) a statement registering an office and agent in this state and the address including street and number, if any, of such registered office in this state and the name of such registered agent in this state at such address. On compliance with the provisions of this section, the secretary of state shall forthwith issue a certificate of authority to do business in this state; copies of applications, certified by the secretary of state, shall be sufficient evidence thereof.

Any partnership which has changed its name, changed any of its general or limited partners, or changed its registered office or registered agent shall, within 30 days, file with the secretary of state a certificate of such change, signed and sworn to by a general partner of the partnership, and shall pay a filing fee of $35 for a change of name or change of general or limited partners or a filing fee of $15 for a change of registered office or registered agent.

If any foreign partnership fails for 2 consecutive years to make the payments of fees required by this chapter, its right to do business in this state shall be suspended.

The secretary of state is hereby directed to remove from the active list of foreign partnerships authorized to do business in this state (1) the name of any such partnership whose right to do business herein has been suspended for failure to make payments by provisions of RSA 305-A:2-b, and (2) the name of any such partnership which may have withdrawn from doing business in this state but has failed to make a return to the secretary of state of such withdrawal and to pay the filing fee as required by RSA 305-A:5. The secretary of state shall keep on an inactive list the names of the foreign partnerships so removed from the active list which are no longer authorized to do business in this state.

If any foreign partnership removed from the active list of foreign partnerships authorized to do business in this state pursuant to RSA 305-A:2-c shall again wish to register to do business in this state, it shall make a new application for such registration and pay the required fees for such registration.

I. Except as authorized by paragraphs II and III, a foreign partnership name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as:

(a) 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.

(b) A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, or RSA 304-C.

(c) The fictitious name of another foreign corporation authorized to transact business in this state.

(d) The name of an agency or instrumentality of the United States or this state or a subdivision thereof, including names reserved pursuant to RSA 53-E.

(e) The name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the political organization.

(f) The name "farmers' market" unless the entity meets the definition of "farmers' market" established in RSA 21:34-a, V.

I-a. Except as authorized by paragraphs II and III, a foreign partnership name, based upon the records of the secretary of state, is not distinguishable upon the record if the only distinguishing factor to the foreign partnership name is:

(a) An article.

(b) Plural forms of the same word.

(c) Phonetic spelling of the same name or word.

(d) An abbreviation in place of a complete spelling of the name.

(e) A suffix or prefix added to a word or any other deviation from or derivative of the same word, excluding antonyms and opposites.

(f) A change in a word or name indicating entity status.

(g) The addition of a numeric designation, unless consent is granted by the current name holder.

(h) Differences in punctuation or special characters, unless it changes the clear meaning of the word.

(i) Differences in whether letters or numbers immediately follow each other or are separated by one or more spaces.

(j) 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.

II. A foreign partnership 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 paragraph I, 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:

(a) The holder or holders of the name as described in paragraph I gives written consent to use the name that is not distinguishable from the name of the applying foreign partnership; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

(b) The other entity consents to the use in writing and submits an undertaking in a 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 applying foreign partnership; or

(c) 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.

III. A foreign partnership 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 partnership:

(a) Has merged with the other entity;

(b) Has been formed by reorganization of the other entity; or

(c) Has acquired all or substantially all of the assets, including the name, of the other entity.

IV. This chapter does not control the use of fictitious names.

V. Nothing in this section would prohibit the owner or owners of a trade name registered under RSA 349 to form a foreign partnership under the same name as the trade name.

I. The registered agent of a foreign partnership authorized to do business in this state may resign his or her agency appointment by signing and delivering to the secretary of state for filing the original and one exact or conformed copy of a statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued.

II. The secretary of state shall mail the copy to the foreign partnership at its principal office address of record.

III. 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.

Any foreign partnership which refuses to comply with the requirements of this chapter may be restrained from further prosecution of business in this state by proceedings in equity brought by the attorney general in the county of Merrimack and shall be guilty of a misdemeanor.

Failure to comply with the registration provisions of this chapter shall not affect the validity of any contract with a foreign partnership; but no action shall be maintained or recovery had in any of the courts of this state by any such foreign partnership so long as it fails to comply with the requirements of this chapter.

A foreign partnership authorized to do business in the state may withdraw from the state at any time. Such withdrawal shall become effective when such partnership shall have filed in the office of the secretary of state on forms prescribed or furnished by the secretary of state, signed for the partnership by a general partner thereof, a statement of withdrawal which shall set forth: (a) the name of such partnership, the state or county under the laws of which it is formed, and the post office address with street and number, if any, of its principal office in such state; (b) the address including street and number, if any, of its registered office in this state and the name of its registered agent in this state at such address; and (c) that it surrenders its authority to do business in this state. Such statement shall be accompanied by a filing fee of $35.

I. Service of process in any suit, action, or proceeding or service of any notice or demand required or permitted by law to be served on a foreign partnership may be made on such partnership by service thereof on a registered agent of such partnership. Service of any such process or of any such notice or demand upon a registered agent as registered agent may be made:

(a) By leaving an attested copy of such process, notice, or demand in the registered office of the registered agent during regular business hours; or

(b) A foreign partnership may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign partnership at its principal office shown in its application for a certificate of authority, if the foreign partnership:

(1) Has no registered agent or its registered agent cannot with reasonable diligence be served;

(2) Has withdrawn from transacting business in this state under RSA 305-A:5; or

(3) Has had its certificate of authority suspended under RSA 305-A:2-b.

II. Service is perfected under subparagraph I(b) at the earliest of:

(a) The date the foreign partnership receives the mail; or

(b) The date shown on the return receipt, if signed on behalf of the foreign partnership; or

(c) Five days after its deposit in the United States Mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.

III. This section does not prescribe the only means, or necessarily the required means, of serving a foreign partnership.

The method of service provided by this chapter is not exclusive and service on foreign partnerships may be made in any other manner provided by law.