APPLICATION FOR CERTIFICATE OF AUTHORITY

To Transact Business in the State of Alabama

[// GUIDANCE: This template is intended for use by foreign corporations, limited liability companies, limited partnerships, or other statutorily recognized foreign entities seeking authority to transact business in Alabama pursuant to Ala. Code § 10A-1-7.04. Customize bracketed terms, delete inapplicable provisions, and attach all required exhibits prior to filing with the Office of the Alabama Secretary of State and the Judge of Probate of the county in which the Registered Office is located.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Ongoing Obligations
VI. Default & Administrative Remedies
VII. General Provisions
VIII. Execution Block & Notary Acknowledgment
IX. Schedules & Exhibits

I. DOCUMENT HEADER

A. Title.
Application for Certificate of Authority (the “Application”).

B. Applicant.
[Full Legal Name of Foreign Entity] (the “Applicant”), a [Corporation | Limited Liability Company | Limited Partnership | Other] organized under the laws of the State / Territory / Country of [Home Jurisdiction].

C. Recipient Agency.
Office of the Alabama Secretary of State and the Judge of Probate, County of [County of Registered Office] (collectively, the “State”).

D. Effective Date.
This Application shall become effective on the date stamped “FILED” by the Secretary of State, or on the delayed effective date of [DELAYED EFFECTIVE DATE] if expressly provided below and permitted by law.

II. DEFINITIONS

For purposes of this Application, the following terms shall have the meanings indicated:

1. “ALBC” – The Alabama Business and Nonprofit Entities Code, Ala. Code Title 10A.
2. “Applicant” – The foreign entity identified in Section I.B.
3. “Certificate of Authority” – The certificate issued by the Secretary of State under Ala. Code § 10A-1-7.05 authorizing the Applicant to transact business in Alabama.
4. “Home Jurisdiction” – The state or foreign country in which the Applicant is organized.
5. “Registered Agent” – The individual or entity designated under Section III.C to receive service of process in Alabama.
6. “Registered Office” – The physical street address within Alabama where the Registered Agent is located.

[// GUIDANCE: Add or remove definitions as necessary.]

III. OPERATIVE PROVISIONS

A. Corporate Details.
1. Date of Formation in Home Jurisdiction: [DATE]
2. Duration: [Perpetual | Expires on [EXPIRATION DATE]]
3. Principal Office Address (Home Jurisdiction):
[STREET], [CITY], [STATE], [ZIP / POSTAL CODE]

B. Alabama Business Purpose.
The Applicant’s purpose for transacting business in Alabama is:
[GENERAL STATEMENT OF BUSINESS ACTIVITIES].
[// GUIDANCE: Ensure stated purpose is consistent with charter documents.]

C. Registered Agent & Office in Alabama.
1. Registered Agent Name: [REGISTERED AGENT NAME]
2. Street Address (no P.O. Box): [NUMBER & STREET], [CITY], AL [ZIP]
3. County: [COUNTY]
The Applicant hereby appoints the Registered Agent to accept service of process on its behalf pursuant to Ala. Code § 10A-1-5.31.

D. Authorized Shares / Equity (If Applicant is a Corporation).
Total number of shares the Applicant is authorized to issue: [NUMBER] shares, par value $[PAR VALUE] each, classified as follows:
• [CLASS A]: [NUMBER] shares
• [CLASS B]: [NUMBER] shares

[// GUIDANCE: For LLCs, substitute “Membership Interests” and respective percentages.]

E. Management Structure.
1. [Corporation] – Board of Directors as set forth on Schedule 1.
2. [LLC] – [Member-Managed | Manager-Managed (see Schedule 1)].
3. [LP] – General Partners listed on Schedule 1.

F. Delayed Effective Date (Optional).
If a delayed effective date is desired, insert: [DELAYED EFFECTIVE DATE] (must not exceed 90 days after filing).

G. Attachments Required.
1. Certificate of Existence / Good Standing from Home Jurisdiction (dated within 90 days).
2. Copy of Charter Documents as amended.
3. Filing fee check payable to “Alabama Secretary of State” in the amount of [CURRENT FEE] and separate probate filing fee per county requirements.
4. Completed Business Privilege Tax (BPT) Initial Privilege Tax Form (BPT-IN).

IV. REPRESENTATIONS & WARRANTIES

The Applicant, by and through the undersigned duly authorized officer, represents and warrants to the State as follows:

1. Existence & Good Standing. The Applicant is a validly existing entity in good standing under the laws of the Home Jurisdiction and has full power to transact the business specified herein.
2. Authorization. All corporate, limited liability company, or partnership actions necessary to authorize the execution and filing of this Application have been duly taken.
3. Compliance With Law. The Applicant is not in violation of any material provision of the ALBC or the laws of its Home Jurisdiction relating to corporate or organizational formalities.
4. Accuracy of Information. All statements contained in this Application and the attached schedules are true, correct, and complete as of the date set forth below.
5. Service of Process Consent. The Applicant irrevocably consents to service of process in Alabama as provided in Ala. Code § 10A-1-5.33.

All representations and warranties shall survive the issuance of the Certificate of Authority.

V. COVENANTS & ONGOING OBLIGATIONS

The Applicant covenants that, upon issuance of a Certificate of Authority, it will:

1. Maintain Registered Office & Agent. Continuously maintain a Registered Agent and Registered Office in Alabama in compliance with Ala. Code § 10A-1-5.31; promptly file a Statement of Change (Form CD-2) upon any change.
2. File Annual Reports & BPT Returns. File (a) the Alabama Business Privilege Tax Return and Annual Report (Form BPT) on or before April 15 of each year (or as otherwise required) and (b) any supplemental reports mandated by Ala. Code § 10A-1-7.10.
3. Pay All Fees & Taxes. Timely pay all franchise, privilege, and other state and local taxes, fees, and assessments.
4. Observe Organizational Formalities. Adhere to the internal governance requirements of the Home Jurisdiction and the ALBC, including meeting minutes, separate bank accounts, and record-keeping.
5. Notify of Merger or Conversion. File an amended application or Articles of Domestication as required upon merger, conversion, or other reorganization affecting the Applicant’s existence.
6. Cooperate with Enforcement. Furnish records and information to the Alabama Secretary of State or Department of Revenue upon lawful request.

VI. DEFAULT & ADMINISTRATIVE REMEDIES

A. Events of Default. Any of the following shall constitute a default:
1. Failure to maintain a Registered Agent or Office for 60 days.
2. Failure to file required BPT returns or pay associated taxes within statutory deadlines.
3. Submission of materially false statements in this Application or any supplemental report.
4. Administrative dissolution, suspension, or revocation in the Home Jurisdiction.

B. State Remedies. Upon default, the Secretary of State may, after notice and cure period prescribed by Ala. Code § 10A-1-7.09, administratively revoke the Certificate of Authority, impose monetary penalties, and publish notice of revocation.

C. Reinstatement. Applicant may seek reinstatement within the time and manner set forth in Ala. Code § 10A-1-7.12 by curing all defaults and paying applicable reinstatement fees.

VII. GENERAL PROVISIONS

1. Amendments. The Applicant may amend this Application by filing a Statement of Amendment (Form CD-3) and paying the requisite fee.
2. Withdrawal. The Applicant may voluntarily withdraw from Alabama by filing a Statement of Withdrawal (Form CD-4) in conformity with Ala. Code § 10A-1-7.11, accompanied by (a) clearance from the Alabama Department of Revenue for BPT liabilities and (b) payment of all accrued fees.
3. Severability. If any provision of this Application is held invalid, the remaining provisions shall remain in full force and effect.
4. Governing Law. This Application shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to conflict-of-laws principles.
5. Electronic Filing & Signatures. The Applicant consents to electronic filing and to the use of electronic signatures pursuant to Ala. Code § 8-1A-7.

VIII. EXECUTION BLOCK & NOTARY ACKNOWLEDGMENT

IN WITNESS WHEREOF, the undersigned, being duly authorized, has executed this Application on behalf of the Applicant as of the _ day of _, 20___.

[FOREIGN ENTITY NAME]
By: ______
Name: [PRINTED NAME]
Title: [AUTHORIZED OFFICER / MEMBER / PARTNER]
STATE OF __ )
COUNTY OF __ ) ss.:

Before me, the undersigned Notary Public, on this _ day of _, 20___, personally appeared [AUTHORIZED SIGNATORY], who acknowledged himself/herself to be the [TITLE] of [FOREIGN ENTITY NAME], and that he/she, as such officer, being authorized so to do, executed the foregoing Application for the purposes therein contained.

Notary Public
My Commission Expires: _____
[// GUIDANCE: Alabama does not statutorily require notarization for filing; however, certain Probate Judges mandate it. Confirm local county requirements.]

IX. SCHEDULES & EXHIBITS

• Schedule 1 – Directors / Managers / General Partners
• Exhibit A – Certificate of Existence / Good Standing (Home Jurisdiction)
• Exhibit B – Charter Documents (Articles of Incorporation / Organization, as amended)
• Exhibit C – Filing Fee Check(s) & Transmittal Form
• Exhibit D – Business Privilege Tax Initial Return (Form BPT-IN)

[// GUIDANCE: File the original plus two copies with the Probate Judge of the county where the Registered Office is located, along with the State filing fee and local probate fee. The Probate Judge will transmit one endorsed copy to the Secretary of State. Turnaround time is typically 3–5 business days, subject to expediting options.]