Secretary of State amends bill to let office remove fraudulent business filings, requires in-state registered agent address

The Commerce and Consumer Affairs subcommittee voted to pass an amended version of House Bill 406 that narrows the Secretary of State—s authority to intervene in business filings and establishes minimum requirements for registered agents.

The amendment, presented by Tom Connolly of the Secretary of State—s Corporation Division, removed a prior proposal to validate filings proactively and instead authorizes the office to review and remove filings found to be fraudulent after receiving a sworn complaint from an affected person or business. "The amendment narrows the scope of our authority to review after either we receive a written complaint from a consumer or from a business," Connolly said. He told the committee the change was made in response to concerns raised by the business community.

Why it matters: Committee members said the change responds to real harms experienced by New Hampshire businesses that discovered other people had used their name or address to form entities and open bank accounts. Supporters said the amendment gives the Secretary of State tools to remove unauthorized filings while avoiding broad, proactive review powers that raised enforcement and privacy concerns.

Under the amended bill, the corporation division would be able to: accept a sworn statement from someone reporting an unauthorized filing, remove or cancel a fraudulent filing from the public record, and refer criminal matters to county attorneys or the Attorney General for prosecution. The amendment also sets minimum qualifications for an individual acting as a registered agent: age 18, New Hampshire residency and a physical street address in the state. The amendment closes a perceived loophole in which filers used commercial mail-receiving services as a registered office address even though no individual was physically present there.

Connolly said the office already plans technical changes to its filing system to reduce fraud, such as issuing company authorization codes to authentic filers and replacing the current filing platform. He said those changes would not require additional legislation.

Committee reaction and vote: Members asked several operational questions: which entity types must maintain a registered office (Connolly said corporations, LLCs and most business entities; DBAs and some nonprofits are exceptions), how fraud reports would be handled, and whether the Secretary of State has investigatory resources (the office would rely on police or prosecutors for criminal investigations). Connolly described the intended procedure: the office will generally act on a sworn statement and a police report and can restore documents if a later petition shows the removal was in error. Representative McAleer moved the bill as amended; the subcommittee voted to send the amended bill forward. The clerk recorded the outcome as "ought to pass as amended" (vote recorded in subcommittee proceedings).