APPLICATION FOR CERTIFICATE OF AUTHORITY

To Transact Intrastate Business in the State of California

(California Corporations Code § 2105)

[// GUIDANCE: This template is designed for use by out-of-state stock and non-stock corporations seeking authority to transact intrastate business in California. It tracks the statutory requirements of Cal. Corp. Code §§ 2105–2108 and integrates best-practice corporate formalities. Practitioners should confirm that no Secretary of State (SOS) form revisions have occurred since the date of use and should tailor bracketed placeholders and optional provisions to the client’s specific facts.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Ongoing Obligations
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Filing & Post-Filing Checklist (non-public schedule)

1. DOCUMENT HEADER

1.1 Title.
APPLICATION FOR CERTIFICATE OF AUTHORITY TO TRANSACT INTRASTATE BUSINESS IN THE STATE OF CALIFORNIA (the “Application”).

1.2 Applicant.
[LEGAL NAME OF FOREIGN CORPORATION], a [State/Commonwealth] corporation (the “Corporation”).

1.3 Effective Date.
This Application shall become effective on (check one):
☐ the date of filing by the California Secretary of State (“SOS”)
☐ [DELAYED EFFECTIVE DATE not to exceed 90 days], 12:01 a.m. Pacific Time

1.4 Jurisdictional Identification.
a. State or Country of Incorporation: [STATE/COUNTRY]
b. Date of Incorporation: [MM/DD/YYYY]
c. Duration: ☐ Perpetual ☐ Term expires on [MM/DD/YYYY]
d. Principal Executive Office Address: [ADDRESS]
e. Mailing Address (if different): [ADDRESS]
f. California Street Address of Proposed Principal Business Office (if any): [ADDRESS]

1.5 Agent for Service of Process in California.
Name: [INDIVIDUAL OR REGISTERED CORPORATE AGENT]
Street Address (NO P.O. BOX): [ADDRESS]
[// GUIDANCE: If using a commercial registered agent, confirm current SOS-listed 1505 certification.]

2. DEFINITIONS

“Applicant” means the Corporation as identified in Section 1.2.
“California Law” means the California Corporations Code, Title 1, Division 1, Chapter 21, as amended.
“Foreign Corporation” has the meaning set forth in Cal. Corp. Code § 167.
“Principal Business Activity” means the primary intrastate business the Corporation will conduct in California, as disclosed in Section 3.4.

3. OPERATIVE PROVISIONS

3.1 Authorization.
Pursuant to Cal. Corp. Code § 2105(a), the Applicant hereby applies for a Certificate of Authority to transact intrastate business in California.

3.2 Corporate Name & Alternate Name (if required).
a. Exact Corporate Name: [EXACT NAME]
b. Alternate Name to Be Used in California (if the exact name is unavailable or non-compliant with Cal. Corp. Code § 2106): [ALTERNATE NAME]
[// GUIDANCE: Conduct a name availability check; attach executed consent or resolution approving alternate name if applicable.]

3.3 Authorized Shares.
a. Total number of shares the Corporation is authorized to issue: [#]
b. Classes and series (attach Schedule A for multi-class structures).
☐ Check here if the corporation is non-stock / nonprofit.

3.4 Principal Business Activity in California.
[DESCRIBE BUSINESS]
☐ Check here if the Corporation is a bank, trust company, insurance company, or subject to special licensing—additional agency approvals may apply.

3.5 Service of Process Consent.
The Applicant irrevocably appoints the Agent named in Section 1.5 to accept service of process on its behalf and consents to such service in any action, suit, or proceeding relating to the Corporation’s business in California.

4. REPRESENTATIONS & WARRANTIES

The Applicant represents and warrants to the SOS and the State of California that, as of the Effective Date:
a. The information contained in this Application and all accompanying documents is true, correct, and complete.
b. The Corporation is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation.
c. No proceeding for forfeiture or dissolution is pending in its home jurisdiction.
d. The Corporation has obtained all internal approvals required to file this Application.
e. Filing this Application does not violate the charter documents of the Corporation or any applicable law of its jurisdiction of incorporation.

These representations survive issuance of the Certificate of Authority.

5. COVENANTS & ONGOING OBLIGATIONS

5.1 Statutory Compliance.
The Corporation shall at all times comply with California Law, including but not limited to:
a. Filing the Initial Statement of Information (Form SI-550) within 90 days after qualification and biennially thereafter.
b. Maintaining a continuously valid agent for service of process.
c. Paying the minimum franchise tax to the California Franchise Tax Board each tax year.

5.2 Amendments.
Within 30 days after any change to the Corporation’s name, jurisdiction, authorized shares, or agent for service of process, the Corporation shall file an amended statement pursuant to Cal. Corp. Code § 2107.

5.3 Records Maintenance.
The Corporation shall keep at its principal executive office (or a California office) copies of its charter, bylaws, and minutes of shareholder and director meetings, and shall make such records available for inspection as required by law.

5.4 Withdrawal.
To cease intrastate business, the Corporation shall file a Certificate of Surrender pursuant to Cal. Corp. Code § 2112 and satisfy all tax clearance requirements.

6. DEFAULT & REMEDIES

6.1 Events of Default.
The following constitute events of default:
a. Failure to maintain a registered agent or address.
b. Failure to file required Statements of Information.
c. Failure to pay required franchise taxes or fees.

6.2 Administrative Remedies.
Upon default, the SOS may forfeit the Corporation’s powers, rights, and privileges in California (Cal. Corp. Code § 2205). Reinstatement requires cure of all defaults and payment of penalties.

7. RISK ALLOCATION

[// GUIDANCE: Statutory filings generally do not include indemnification or liability caps; these issues are governed by underlying operational contracts. Practitioners may incorporate jurisdiction-specific risk language here if requested by the client.]

8. DISPUTE RESOLUTION

8.1 Governing Law.
This Application and any disputes arising hereunder shall be governed by the General Corporation Law of California without regard to conflict of laws principles.

8.2 Forum Selection.
Any action arising out of or relating to this Application or the Corporation’s intrastate business shall be brought exclusively in the [NAME OF COUNTY] Superior Court—Business Court Division.

[// GUIDANCE: Arbitration and jury waiver provisions are not applicable to this statutory filing and have been omitted per user metadata.]

9. GENERAL PROVISIONS

9.1 Amendments & Waivers.
Any amendment to this Application shall be made in writing and filed with the SOS in the form and manner prescribed by law.

9.2 Severability.
If any provision of this Application is held invalid, such invalidity shall not affect other provisions that can be given effect without the invalid provision.

9.3 Integration.
This Application, together with all attachments and schedules, constitutes the entire statement required for qualification under Cal. Corp. Code § 2105 and supersedes any prior drafts or submissions.

9.4 Electronic Signatures.
Pursuant to Cal. Gov’t Code § 16.5, electronic signatures affixed hereto shall have the same legal effect as manual signatures, provided they comply with SOS electronic filing standards.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being duly authorized, executes this Application.

☐ Check here if an attachment listing additional signing officers is included.

NOTARIZATION (if required by home jurisdiction or internal policy):
State of ____________ )
County of __________ ) On ___/___/____ before me, ____________________, personally appeared ____________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged ...

[// GUIDANCE: California does not require notarization for SOS filings, but home jurisdiction or corporate policy may.]

11. FILING & POST-FILING CHECKLIST (Non-Public Schedule — Remove Prior to Submission)

1. Name availability confirmed with SOS.
2. Certified copy of articles and good-standing certificate (dated ≤ 6 months) from home jurisdiction attached.
3. Filing fee ($100) + Initial Statement of Information fee ($25) check prepared.
4. Agent for service of process consent form executed (if agent is a separate entity).
5. All shareholder/director resolutions authorizing California qualification placed in corporate minute book.
6. Franchise Tax Board account established; estimated tax calendar diarized.
7. Biennial Statement of Information tickler set.
8. Withdrawal procedures memo placed on file for future reference.

[// GUIDANCE: After SOS approval, retrieve the endorsed-filed copy for records, calendar biennial report due dates, and coordinate with tax advisors regarding California nexus implications.]