APPLICATION FOR CERTIFICATE OF AUTHORITY
To Transact Business in the State of Arkansas
[// GUIDANCE: This template is designed to comply with Ark. Code Ann. § 4-27-1503 et seq. (Business Corporation Act of 1987) and is suitable for use by any foreign stock, non-profit, or professional corporation seeking to qualify to do business in Arkansas. Customize all bracketed fields before execution and filing. Where statutory requirements differ for non-stock or LLC entities, consult the corresponding subchapters of Title 4.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Ongoing Obligations
- Defaults & Administrative Remedies
- General Provisions
- Execution Block
1. DOCUMENT HEADER
Application Date: [MM/DD/YYYY]
Applicant: [LEGAL NAME OF CORPORATION] (the “Corporation”)
• Formed under the laws of: [STATE/COUNTRY OF INCORPORATION] (the “Home Jurisdiction”)
• Date of Incorporation: [MM/DD/YYYY]
• Period of Duration: [PERPETUAL / SPECIFY TERM]
This Application for Certificate of Authority (the “Application”) is submitted to the Arkansas Secretary of State pursuant to the Arkansas Business Corporation Act of 1987, Ark. Code Ann. § 4-27-1501 et seq. (the “Act”).
2. DEFINITIONS
For purposes of this Application:
“Act” means the Arkansas Business Corporation Act of 1987, Ark. Code Ann. Title 4, Subtitle 3, Chapter 27, as amended.
“Arkansas Secretary of State” or “Secretary” means the Office of the Arkansas Secretary of State and any successor agency authorized to administer corporate filings within the State of Arkansas.
“Certificate of Authority” means the certificate issued by the Secretary evidencing the Corporation’s authority to transact business in Arkansas pursuant to § 4-27-1503.
“Corporation” has the meaning assigned in the Document Header.
“Registered Agent” means the individual or entity designated in Section 3.2 to receive service of process in Arkansas.
Home Jurisdiction, Application, and other capitalized terms have the meanings assigned herein.
3. OPERATIVE PROVISIONS
3.1 Corporate Information
a. Legal Name in Home Jurisdiction: [EXACT LEGAL NAME]
b. Alternate Name in Arkansas (if original name unavailable): [ASSUMED NAME]
[// GUIDANCE: If the Corporation’s legal name is not available in Arkansas, file a separate Fictitious Name Registration under Ark. Code Ann. § 4-70-201.]
3.2 Registered Office & Agent in Arkansas
• Street Address (no P.O. boxes): [STREET, CITY, AR ZIP]
• Registered Agent’s Name: [FULL NAME]
• Agent’s Written Consent: [INCLUDE ATTACHED SIGNED CONSENT OR CHECK BOX IF INCLUDED ELSEWHERE]
3.3 Principal Office
• Address: [STREET, CITY, STATE/COUNTRY ZIP/POSTAL]
3.4 Corporate Officers & Directors
List names and business addresses (attach additional sheet if necessary):
• President/CEO: [NAME, ADDRESS]
• Secretary: [NAME, ADDRESS]
• Treasurer/CFO: [NAME, ADDRESS]
• Directors: [NAME(S), ADDRESS(ES)]
3.5 Authorized and Issued Shares
• Total number of shares the Corporation is authorized to issue: [NUMBER]
• Par value (if any): [$ AMOUNT]
• Number of shares issued and outstanding as of Application Date: [NUMBER]
3.6 Stated Business Purpose in Arkansas
The Corporation’s purpose is to engage in any lawful business for which corporations may be organized in the State of Arkansas, including without limitation: [BRIEF DESCRIPTION OF ACTIVITIES], subject to all licensing and regulatory requirements.
3.7 Effective Date
This Application becomes effective on:
☐ the date and time it is filed by the Secretary; or
☐ [DELAYED EFFECTIVE DATE] not later than ninety (90) days after filing.
(Select one.)
4. REPRESENTATIONS & WARRANTIES
The Corporation, by and through the undersigned duly authorized officer, represents and warrants to the Arkansas Secretary of State that:
4.1 Corporate Existence & Good Standing
a. The Corporation is a validly existing corporation in good standing under the laws of its Home Jurisdiction.
b. A Certificate of Existence (or equivalent) dated within thirty (30) days of the Application Date is attached hereto as Exhibit A.
4.2 Name Availability
The Corporation’s name complies with Ark. Code Ann. § 4-27-401 or, if not available, the Corporation will transact business in Arkansas under the assumed name set forth in Section 3.1(b) in compliance with § 4-70-201.
4.3 No Revocation Proceedings
No proceedings are pending in the Home Jurisdiction to revoke or administratively dissolve the Corporation.
4.4 Officer Authority
The individual executing this Application is duly authorized to bind the Corporation.
4.5 Accuracy
All information contained in this Application and any attached documents is true, correct, and complete as of the Application Date.
5. COVENANTS & ONGOING OBLIGATIONS
The Corporation covenants that, so long as it transacts business in Arkansas:
5.1 Registered Agent & Office
It will continuously maintain a Registered Agent and Registered Office in Arkansas pursuant to § 4-27-501 and promptly file a Statement of Change upon any change thereof.
5.2 Annual Franchise Taxes & Reports
It will file an Arkansas Annual Franchise Tax Report and pay all associated taxes and fees each calendar year on or before May 1, as required by Ark. Code Ann. § 26-54-104.
5.3 Amendments
It will promptly file an Amended Certificate of Authority under § 4-27-1504 upon any change in:
a. Corporate name,
b. Duration,
c. Home Jurisdiction, or
d. Stated purpose if the change would render this Application inaccurate.
5.4 Compliance with Arkansas Law
It will comply with all Arkansas statutes regulating the specific business activities conducted, including obtaining any professional, occupational, or industry-specific licenses.
5.5 Service of Process
It will accept service of process through its Registered Agent or, if the agent cannot be served, through the Arkansas Secretary of State pursuant to § 4-27-504.
6. DEFAULTS & ADMINISTRATIVE REMEDIES
6.1 Events of Non-Compliance
The following constitute events of non-compliance:
a. Failure to maintain a Registered Agent or Office;
b. Failure to file the Annual Franchise Tax Report or pay required taxes;
c. Failure to file any required amendment;
d. Obtaining the Certificate of Authority through false or fraudulent representation.
6.2 Administrative Remedies
Upon any event of non-compliance, the Arkansas Secretary of State may:
a. Provide written notice specifying the violation and a cure period of sixty (60) days;
b. Impose late fees and penalties as provided by law;
c. Revoke the Certificate of Authority under § 4-27-1530, after which the Corporation may not legally transact business in Arkansas until reinstated.
6.3 Effect of Revocation
Revocation does not affect the validity of any contracts entered into before revocation but prohibits the Corporation from maintaining any legal proceeding in Arkansas courts until reinstatement.
7. GENERAL PROVISIONS
7.1 Amendment & Withdrawal
a. Amendment: This Application may be amended only by filing an Amended Certificate of Authority in accordance with § 4-27-1504.
b. Withdrawal: The Corporation may voluntarily withdraw from Arkansas by filing an Application for Certificate of Withdrawal pursuant to § 4-27-1520 and paying all outstanding fees and taxes.
7.2 Governing Law
This Application and the Corporation’s activities in Arkansas shall be governed by and construed in accordance with the laws of the State of Arkansas, without regard to conflict-of-law principles.
7.3 Severability
If any provision of this Application is determined to be invalid under applicable law, such invalidity shall not affect other provisions that can be given effect without the invalid portion.
7.4 Electronic Filing & Signatures
Pursuant to Ark. Code Ann. § 25-31-103, the Secretary accepts electronic filings and electronic signatures. The Corporation consents to electronic submission of this Application.
8. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned officer duly authorized by the Corporation executes this Application for Certificate of Authority to Transact Business in the State of Arkansas.
| Date: [MM/DD/YYYY] | |
| CORPORATE NAME: [LEGAL NAME OF CORPORATION] | |
| By: _____ | |
| Name: [PRINTED NAME] | |
| Title: [OFFICER TITLE] |
[Corporate Seal, if any]
REGISTERED AGENT’S CONSENT
I, [REGISTERED AGENT NAME], hereby accept the appointment as Registered Agent for the above-named Corporation in the State of Arkansas.
Signature: _____
Date: [MM/DD/YYYY]
NOTARY ACKNOWLEDGMENT (if required by Secretary of State; verify current filing rules)
State of [STATE]
County of [COUNTY]
On this _ day of _, 20__, before me, ___, a Notary Public, personally appeared ___, who acknowledged that he/she executed the foregoing instrument for the purposes therein contained and in the capacity therein stated.
Notary Public Signature: _____
My Commission Expires: _______
(Seal)
[// GUIDANCE: 1) Attach the Certificate of Existence (Exhibit A) and any necessary professional license certifications. 2) Verify the current filing fee on the Arkansas Secretary of State website; as of this draft the fee is $300 for for-profit corporations when filed in paper form, less if filed online. 3) Submit the original plus one copy, or file electronically through the Secretary’s “corpfilings” portal. 4) Keep conformed copies in the corporate minute book alongside this executed Application and all future amendments.]