APPLICATION FOR CERTIFICATE OF AUTHORITY

To Transact Business in the State of Alaska

(Alaska Foreign Qualification Application – For‐Profit Corporation)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
    3.1 Qualification Requirements
    3.2 Ongoing Obligations
    3.3 Withdrawal Procedures
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Dispute Resolution & Governing Law
8. General Provisions
9. Execution Block

1. DOCUMENT HEADER

APPLICATION FOR CERTIFICATE OF AUTHORITY (this “Application”) is submitted to the State of Alaska, Department of Commerce, Community, and Economic Development, Division of Corporations, Business and Professional Licensing (“Division”) by [LEGAL_ENTITY_NAME], a corporation organized under the laws of [DOMESTIC_STATE_OR_COUNTRY] (the “Corporation”).

This Application is effective on the date accepted and filed by the Division (the “Effective Date”).

2. DEFINITIONS

For purposes of this Application:

“Alaska Corporations Act” means Alaska Statutes Title 10, Chapter 06, as amended from time to time.

“Certificate of Authority” means the certificate issued by the Division evidencing the Corporation’s authority to transact business in Alaska.

“Division” has the meaning set forth in Section 1.

“Foreign Corporation” means a corporation formed under laws other than the State of Alaska.

“Registered Agent” means the person or entity appointed under Section 3.1(d) authorized to receive service of process on behalf of the Corporation in Alaska.

3. OPERATIVE PROVISIONS

3.1 Qualification Requirements

(a) Corporate Name. The exact name of the Corporation is [LEGAL_ENTITY_NAME].

(b) Date & Jurisdiction of Incorporation. The Corporation was incorporated on [DATE_OF_ORGANIZATION] under the laws of [DOMESTIC_STATE_OR_COUNTRY].

(c) Principal Office. The address of the Corporation’s principal office is:
[PRINCIPAL_OFFICE_ADDRESS].

(d) Registered Agent & Address in Alaska.
Name: [AK_REG_AGENT_NAME]
Physical Address (no P.O. Boxes): [AK_REG_AGENT_ADDRESS]

(e) Purpose. The Corporation’s purpose for transacting business in Alaska is [GENERAL_NATURE_OF_BUSINESS].

(f) Authorized Shares. The Corporation is authorized to issue [NUMBER_OF_AUTHORIZED_SHARES] shares of [CLASS_OF_STOCK] stock, par value [PAR_VALUE].

(g) Officers & Directors.
• President: [PRESIDENT_NAME | ADDRESS]
• Secretary: [SECRETARY_NAME | ADDRESS]
• Treasurer/Chief Financial Officer: [CFO_NAME | ADDRESS]
• Directors: [DIRECTOR_NAMES | ADDRESSES]*

(h) Good Standing. A Certificate of Existence/Good Standing from [DOMESTIC_STATE_OR_COUNTRY], dated within 60 days of submission, is attached hereto as Exhibit A.

(i) Federal Tax ID. The Corporation’s EIN is [FEDERAL_TAX_ID].

3.2 Ongoing Obligations

(a) Biennial Report. The Corporation shall file a Biennial Report with the Division on or before January 2 of each even-numbered year and pay the prescribed fee.

(b) Registered Agent Maintenance. The Corporation shall continuously maintain a Registered Agent and registered office in Alaska. Any change shall be filed with the Division within 30 days.

(c) Franchise & Other Taxes. The Corporation shall timely pay all Alaska taxes and fees applicable to foreign corporations.

(d) Record-Keeping. Corporate records required by the Alaska Corporations Act shall be kept in accordance with AS 10.06 and made available for inspection upon lawful request.

(e) Reporting Changes. The Corporation shall promptly (and in no event later than 30 days) report any:
 (i) amendment to its Articles of Incorporation;
 (ii) merger, conversion, or domestication;
 (iii) change of corporate name, officers, or directors impacting the information in Section 3.1.

3.3 Withdrawal Procedures

(a) Certificate of Withdrawal. To cease transacting business in Alaska, the Corporation shall file a Certificate of Withdrawal with the Division and pay all outstanding fees and taxes.

(b) Notice to Creditors. Prior to or concurrently with filing for withdrawal, the Corporation shall provide written notice of intent to withdraw to known Alaska creditors.

(c) Service of Process Post-Withdrawal. Consistent with the Alaska Corporations Act, the appointment of the last Registered Agent on record shall continue for service of process with respect to causes of action arising during the Corporation’s period of authority.

4. REPRESENTATIONS & WARRANTIES

The undersigned, being duly authorized, represents and warrants on behalf of the Corporation that:

4.1 All statements contained in this Application and any attachments are true, complete, and correct as of the date signed.

4.2 The Corporation is in good standing under the laws of [DOMESTIC_STATE_OR_COUNTRY] and has paid all franchise or other taxes due to that jurisdiction.

4.3 The Corporation is not disqualified from obtaining a Certificate of Authority in Alaska by reason of any unpaid penalties, taxes, or revoked status.

4.4 No information or document furnished to the Division in connection with this Application contains any untrue statement of a material fact or omits a material fact necessary to make the statements not misleading.

5. COVENANTS & RESTRICTIONS

5.1 Compliance. The Corporation shall comply at all times with the Alaska Corporations Act and all other applicable Alaska laws, regulations, and ordinances.

5.2 Continuing Good Standing. The Corporation shall maintain its existence and good standing in its jurisdiction of incorporation.

5.3 Books & Records. The Corporation shall make available for inspection, at its principal office or registered office, those corporate records required by AS 10.06, including current Bylaws and minutes of the shareholders’ and directors’ meetings.

5.4 Notice of Legal Actions. The Corporation shall notify its Registered Agent promptly upon service of process in any legal proceeding arising in Alaska.

6. DEFAULT & REMEDIES

6.1 Events of Default. Each of the following constitutes an “Event of Default”:
 (a) Failure to file Biennial Reports or pay required fees within the deadlines prescribed by law;
 (b) Failure to maintain a Registered Agent for 30 consecutive days;
 (c) Revocation, dissolution, or administrative suspension of the Corporation in its home jurisdiction; or
 (d) Material breach of any covenant under Section 5.

6.2 Remedies. Upon an Event of Default, the Division may, after statutory notice and opportunity to cure, administratively revoke the Certificate of Authority. Revocation shall not impair:
 (i) any cause of action accrued or accruing against the Corporation;
 (ii) the right of Alaska courts to exercise jurisdiction over the Corporation; or
 (iii) the authority of the Attorney General to enforce Alaska law.

6.3 Cure Period. Except as otherwise provided by statute, the Corporation shall have 60 days after written notice from the Division to cure any Event of Default before revocation.

7. DISPUTE RESOLUTION & GOVERNING LAW

7.1 Governing Law. This Application and all rights and obligations of the Corporation in Alaska are governed by the Alaska Corporations Act and other applicable laws of the State of Alaska, without regard to conflict-of-law principles.

7.2 Forum Selection. Any judicial proceeding arising out of or relating to the Corporation’s business in Alaska shall be brought in the Business Court of the State of Alaska (or, if such court does not exist, the Superior Court for the First Judicial District, Anchorage). The Corporation hereby consents to and submits to the exclusive jurisdiction of such court.

8. GENERAL PROVISIONS

8.1 Amendment. This Application may be amended only by filing a Statement of Change or other amendment document with the Division as prescribed by the Alaska Corporations Act.

8.2 Severability. If any provision of this Application is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

8.3 Successors. All obligations of the Corporation herein shall bind its successors and assigns.

8.4 Entire Application. This Application, together with all exhibits and schedules, constitutes the entire application and supersedes all prior oral or written statements with respect to the subject matter hereof.

8.5 Electronic Signatures. Pursuant to the Uniform Electronic Transactions Act as adopted in Alaska, signatures in electronic form shall be deemed original and legally binding.

9. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned officer, being duly authorized, has executed this Application on behalf of the Corporation on [DATE].

STATE OF [STATE])
: ss.
COUNTY OF [COUNTY])

On this ___ day of __________, 20__, before me, the undersigned Notary Public, personally appeared [SIGNATORY NAME], known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he/she executed the same in the capacity therein stated and for the purposes therein contained.

Witness my hand and official seal.

Signature: _______________________________
Notary Public for the State of __________
My commission expires: _______________

EXHIBIT A

Certificate of Existence/Good Standing from [DOMESTIC_STATE_OR_COUNTRY]

FILING INSTRUCTIONS [Summary – not part of Application]

1. Prepare this Application with all placeholders completed and exhibits attached.
2. Obtain a Certificate of Existence/Good Standing (≤ 60 days old).
3. Remit the statutory filing fee (currently $350; verify prior to submission).
4. File by mail or via the Division’s online portal.
5. Calendar the Biennial Report due January 2 of each even-numbered year.