Free FLLP-1  Notice of Foreign Limited Liability Partnership Registration - New Hampshire


File Size: 149.1 kB
Pages: 6
Date: March 16, 2009
File Format: PDF
State: New Hampshire
Category: Limited Liability Partnerships
Author: s_pastuszczak
Word Count: 2,223 Words, 13,807 Characters
Page Size: Letter (8 1/2" x 11")
URL

http://www.sos.nh.gov/corporate/PDF/Form_FLLP-1_V-1.0.pdf

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State of New Hampshire
NOTICE OF REGISTRATION AS A FOREIGN REGISTERED LIMITED LIABILITY PARTNERSHIP INSTRUCTIONS FOR COMPLETING FORM FLLP-1 (RSA 304-A:50 IV)
ARTICLE NUMBER:

FIRST: SECOND:

Exact name of foreign registered limited liability partnership. If the name of the foreign registered limited liability partnership does not contain the words "professional limited, "registered limited liability partnership" or "LLP," "R.L.L.P.," "limited liability partnership," "PLLP," "P.L.L.," "P.L.L.P.," liability partnership," or the abbreviation "L.L.P.," or "PLL," as the last words or letters of its name, insert the name of the limited liability partnership with one of the above designations as the last words or letters. OR If the foreign registered limited liability partnership name is not available for use in New Hampshire, enter the name to be used in New Hampshire. In this case a trade name application must be filed with an additional $50.00 fee and a copy of the partners' resolution to use the trade name in New Hampshire. A limited liability partnership designation cannot be used on the trade name. See "SIGNATURE" for who must sign the resolution. If the foreign registered limited liability partnership name is available, and a trade name in addition to the foreign registered limited liability partnership name is to be used, do not enter the trade name in this space but file a trade name application with a $50.00 fee. Complete address (street, town/city, state) of principal office. State or country of formation. Each registered foreign registered limited liability partnership shall have and maintain in New Hampshire: (a) A registered office that may be the same as any of its places of business; and (b) A registered agent, which agent may be either an individual resident of New Hampshire whose business office is identical with the partnership's registered office, or a domestic corporation, or a foreign corporation authorized to do business in New Hampshire having a business office identical with such registered office.

THIRD: FOURTH: FIFTH:

SEVENTH: This form must be accompanied by form SRA, certification pursuant to RSA 421-B:11, II, stating that the corporation's capital stock has either been registered or exempted from registration under the Uniform Securities Act. Call the Bureau of Securities Regulation (603-271-1463) with any questions you may have with this requirement. Call the Corporation Division (603-271-3244) regarding any other questions concerning this application. ********************** NOTES: Any other information the partnership determines to include may be added. If more space is needed, attach additional pages. An ORIGINAL certificate of existence or good standing must accompany this application. (Photocopies or fax copies will not be accepted.) The certificate must be duly authenticated within 60 days of the filing of this application by the proper official of the state or country under the laws of which the limited liability partnership was formed. (A certificate of good standing regarding taxes from a state department of revenue administration is not acceptable.)

Mail fees, DATED AND SIGNED ORIGINAL, CERTIFICATE OF EXISTENCE OR GOOD STANDING ISSUED BY THE STATE OR COUNTRY OF FORMATION AND FORM SRA to: Corporate Division, Department of State, 107 North Main Street, Concord NH 03301-4989.
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State of New Hampshire
Form FLLP-1 RSA 304-A:50, IV

Filing fee: $50.00 Fee for Form SRA: $50.00 Total fees: $100.00 Use black print or type.
Form must be single-sided, on 8" x 11" paper; double sided copies will not be accepted.

NOTICE OF REGISTRATION AS A FOREIGN REGISTERED LIMITED LIABILITY PARTNERSHIP

PURSUANT TO THE PROVISIONS OF THE NEW HAMPSHIRE LIMITED LIABILITY PARTNERSHIP LAWS, THE UNDERSIGNED HEREBY SUBMITS THE FOLLOWING STATEMENTS FOR REGISTRATION TO TRANSACT BUSINESS IN NEW HAMPSHIRE: FIRST: The name of the foreign registered limited liability partnership is .

SECOND: The name which it proposes to register and do business in New Hampshire is

.

THIRD: The address of its principal office is .

FOURTH: It is formed and registered under the laws of

.

FIFTH: The name of its registered agent in New Hampshire for service of process is

and the complete address (including zip code and post office box, if any) of its registered office in New Hampshire is (agent's business address) .

SIXTH: The business in which the partnership engages is (brief statement):

. SEVENTH: The sale or offer for sale of any ownership interests in this business will comply with the requirements of the New Hampshire Uniform Securities Act (RSA 421-B).

Page 1 of 2
FLLP-1 Page 1

NOTICE OF REGISTRATION AS A FOREIGN REGISTERED LIMITED LIABILITY PARTNERSHIP

Form FLLP-1 (Cont.)

*Signature: Print or type name: Date signed:

Complete address of person signing:

* SIGNATURE: Must be executed by one or more partners authorized to execute the document. If the partner executing the document is other than a natural person, the document shall be executed on the partner's behalf by a general partner of a limited partnership, an officer of a corporation, a member or manager of a limited liability company, or a person authorized by law to execute on behalf of the partner.

DISCLAIMER: All documents filed with the Corporate Division become public records and will be available for public inspection in either tangible or electronic form. Mail fees, DATED AND SIGNED ORIGINAL, CERTIFICATE OF EXISTENCE OR GOOD STANDING ISSUED BY THE STATE OR COUNTRY OF FORMATION AND FORM SRA to: Corporate Division, Department of State, 107 North Main Street, Concord, NH 03301-4989. Page 2 of 2
FLLP-1 Page 2 (5/2007)

Form SRA Addendum to Business Organization and Registration Forms
Statement of Compliance with New Hampshire Securities Laws
Part I Business Identification and Contact Information Business Name: Business Address (include city, state, zip): Telephone Number: Contact Person: Contact Person Address (if different): Part II Check ONE of the following items in Part II. If more than one item is checked, the form will be rejected. [PLEASE NOTE: Most small businesses registering in New Hampshire qualify for the exemption in Part II, Item 1 below. However, you must insure that your business meets all of the requirements spelled out in A), B), and C)]: 1. ____ Ownership interests in this business are exempt from the registration requirements of the state of New Hampshire because the business meets ALL of the following three requirements: A) This business has 10 or fewer owners; and B) Advertising relating to the sale of ownership interests has not been circulated; and C) Sales of ownership interests if any will be completed within 60 days of the formation of this business. This business will offer securities in New Hampshire under another exemption from registration or will notice file for federal covered securities. Enter the citation for the exemption or notice filing claimed - _________________. This business has registered or will register its securities for sale in New Hampshire. Enter the date the registration statement was or will be filed with the Bureau of Securities Regulation - _____________. This business was formed in a state other than New Hampshire and will not offer or sell securities in New Hampshire. E-mail:

2. ____ 3. ____ 4. ____

Part III Check ONE of the following items in Part III: 1. ____ 2. ____ This business is not being formed in New Hampshire. This business is being formed in New Hampshire and the registration document states that any sale or offer for sale of ownership interests in the business will comply with the requirements of the New Hampshire Uniform Securities Act.

Part IV Certification of Accuracy (NOTE: The information in Part IV must be certified by: 1) all of the incorporators of a corporation to be formed; or 2) an executive officer of an existing corporation; or 3) all of the general partners or intended general partners of a limited partnership; or 4) one or more authorized members or managers of a limited liability company; or 5) one or more authorized partners of a registered limited liability partnership or foreign registered limited liability partnership.) I (We) certify that the information provided in this form is true and complete. (Original signatures only)

Name (print):

Signature: Date signed:

Name (print):

Signature: Date signed:

Name (print):

Signature: Date signed:

Rev. 3/08

Instructions Form SRA

Instructions for Form SRA Addendum to Business Organization and Registration Forms
Statement of Compliance with New Hampshire Securities Laws This form is required for all businesses being formed or registering in the state of New Hampshire. New Hampshire law requires that before your application for business registration is accepted, you must provide a statement that your business has complied with the state's securities law. A security is an ownership interest in a business. For example, a share of stock is a security and so is an interest in a limited liability company or a limited partnership. So, for example, if you and your wife own the sole interests in a limited liability company, those interests are securities. Generally, a business that issues securities in New Hampshire must either register the securities with the New Hampshire Bureau of Securities Regulation or claim a valid exemption. There are several exemptions from the requirement to register securities. The most common exemption is the exemption described in Part II, Item 1. Please read the following instructions for each part of Form SRA. These instruction will help you to provide accurate responses. Part I: Please provide the complete business name and address, including number, street, city, state and zip code. The name of the business must exactly match the name that is on the business formation or registration document being submitted with the Form SRA. In addition, please provide the businesses telephone number, e-mail address (if any), a contact person's name and the contact person's full address if different from the business address. Part II: One item in Part II must be checked. Check only ONE item in this part. 1. Your business is qualified for the exemption from registration in Item 1 if it meets ALL of the requirement listed in A), B), and C) below: A) The business has 10 or fewer owners. So, for example, if you and your wife are forming a limited liability company and there are no other owners, you meet this requirement for an exemption; AND B) Advertising relating to the sale of ownership interests in your business has not been circulated. Please note that this requirement asks whether you have circulated advertising related to the offer or sale of ownership interests. This requirement does not address advertising related to the sale of your products or services. So, for example, if you advertise that you are selling shares of stock in your corporation, then you do not meet this requirement and cannot claim the exemption; AND C) Sales of ownership interests if any will be completed within 60 days of the formation of the business. If you do not intend to sell any further ownership interests in your business, then you meet this requirement for an exemption. If you intend to sell more ownership interests in your business and will complete all sales within 60 days, then you meet this requirement. However, if the sale of any ownership interests will occur after 60 days of the formation of the business, you do not meet this requirement and cannot claim the exemption. If you meet all of these requirements, you may then check off Item 1 and claim this exemption. 2. If you can claim a different registration exemption from the one listed in Item 1 or if you are offering federal covered securities that only require a notice filing in New Hampshire, you should check Item 2. In addition, you must cite the statute for the exemption which you are claiming or for the type of notice filing you are making.

-1Rev. 5/2007

Instructions Form SRA

3. If a New Hampshire business or a business formed in a state other than New Hampshire intends to offer ownership interests for sale and is not subject to any exemption from registration, the securities must be registered with the Bureau of Securities Regulation. If this is the case, you should check Item 3. In addition, you should provide us with the date that you registered the securities or that you intend to register the securities. 4. If your business was formed in a state other than New Hampshire and you will not offer or sell ownership interests in New Hampshire, you should check Item 4. Your securities do not need to be registered nor do you need to seek an exemption from registration. Part III: One item in Part III must be checked. Check only ONE item in this part. 1. If your business was not formed in New Hampshire, then you should check this item. 2. If your business was formed in New Hampshire, then you should check this item. Part IV: This is a statement certifying the accuracy of all the information contained in the Form SRA. Part IV must be signed. Please note that we cannot accept photocopied signatures for this filing. All signatures must be original. Also, please make note of all individuals who must sign this document: 1) 2) 3) 4) 5) ALL of the incorporators of a corporation to be formed; OR ONE executive officer of an existing corporation; OR ALL of the general partners or intended general partners of a limited partnership; OR ONE or MORE authorized members or managers of a limited liability company; OR ONE or MORE authorized partners of a registered limited liability partnership or foreign registered limited liability partnership.

-2Rev. 5/2007