APPLICATION FOR AUTHORITY TO TRANSACT BUSINESS IN COLORADO

(Foreign Qualification Application – C.R.S. § 7-90-801 et seq.)

[// GUIDANCE: Colorado refers to this filing as a “Statement of Foreign Entity Authority.” This template is drafted broadly enough to accommodate corporations, LLCs, LPs, and other foreign entities. Delete inapplicable bracketed items and adjust terminology (e.g., “members,” “partners”) to match the entity type.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Title. Application for Authority to Transact Business in Colorado (the “Application”).
2. Applicant. [LEGAL NAME OF FOREIGN ENTITY], a [jurisdiction of formation] [entity type] (the “Foreign Entity”).
3. Effective Date. [MM/DD/YYYY] or, if later, the date and time this Application is accepted for filing by the Colorado Secretary of State (the “Secretary”).
4. Recitals.
   4.1 The Foreign Entity was organized under the laws of [home state/country] on [formation date].
   4.2 The Foreign Entity desires to transact business in the State of Colorado and is required under the Colorado Corporations and Associations Act, C.R.S. § 7-90-801 et seq. (the “CO Act”) to obtain authority prior to doing so.
   4.3 The Foreign Entity submits this Application and agrees to comply with all applicable provisions of the CO Act.

II. DEFINITIONS

For purposes of this Application, the following capitalized terms shall have the meanings set forth below. All references to Sections are to Sections of this Application unless otherwise indicated.

“Application” – This Application for Authority, together with all exhibits and any amendments hereto.

“Authority” – The certificate of authority issued by the Secretary evidencing approval of this Application.

“CO Act” – The Colorado Corporations and Associations Act, C.R.S. Title 7, Articles 90–117, as amended.

“Foreign Entity” – The applicant identified in Section I.2.

“Home Jurisdiction” – The state or country under whose laws the Foreign Entity is organized.

“Periodic Report” – The annual report required under C.R.S. § 7-90-501.

“Principal Address” – The street address of the Foreign Entity’s principal office wherever located.

“Registered Agent” – The individual or entity appointed under Section III.2.3 to accept service of process in Colorado.

“Secretary” – The Colorado Secretary of State.

III. OPERATIVE PROVISIONS

3.1 Application for Authority.
(a) The Foreign Entity hereby applies for and requests issuance of a certificate of Authority to transact business in Colorado.
(b) This Application is filed pursuant to C.R.S. § 7-90-803.

3.2 Required Disclosures.
3.2.1 Legal Name. [LEGAL NAME OF FOREIGN ENTITY].
3.2.2 Alternate Name (if required). [ALTERNATE NAME]
[// GUIDANCE: Colorado requires an alternate name only if the legal name is unavailable under C.R.S. § 7-90-601.]
3.2.3 Registered Agent and Registered Office in Colorado.
Registered Agent Name: [REGISTERED AGENT NAME]
Street Address (no P.O. box): [NUMBER & STREET], [CITY], CO [ZIP]
3.2.4 Principal Address of Foreign Entity. [NUMBER & STREET], [CITY], [STATE/COUNTRY], [ZIP]
3.2.5 Type of Entity. [corporation/limited liability company/limited partnership/etc.].
3.2.6 Duration. [perpetual/limited to ____ years ending MM/DD/YYYY].
3.2.7 Authorized Shares or Units. [NUMBER AND CLASS, if applicable].
3.2.8 Delayed Effective Date (if any). [MM/DD/YYYY].

3.3 Consideration & Filing Fees.
The Foreign Entity shall tender all filing fees prescribed by the Secretary at the time of filing.

3.4 Conditions Precedent.
Issuance of the Authority is conditioned upon:
(a) Proper completion of all mandatory fields in Section 3.2;
(b) Payment of statutory fees; and
(c) Execution of this Application by an authorized officer, member, manager, or general partner, as applicable.

IV. REPRESENTATIONS & WARRANTIES

4.1 Existence and Good Standing. The Foreign Entity is duly organized, validly existing, and in good standing under the laws of its Home Jurisdiction.

4.2 Accuracy. All statements contained in this Application and any accompanying documents are true, correct, and complete as of the date executed.

4.3 Corporate/Entity Authority. The individual signing this Application has full power and authority to execute and deliver the same on behalf of the Foreign Entity.

4.4 No Conflict. Qualification in Colorado will not conflict with or breach any provision of the Foreign Entity’s governing documents or any material agreement binding upon it.

4.5 Compliance with CO Act. The Foreign Entity will comply with the CO Act and all other applicable Colorado laws while authorized to transact business in the state.

[// GUIDANCE: Edit or expand representations to reflect industry-specific licensing, professional regulation, or other compliance matters as required.]

V. COVENANTS & RESTRICTIONS

5.1 Maintenance of Good Standing. The Foreign Entity shall at all times remain in good standing in its Home Jurisdiction.

5.2 Registered Agent & Office. The Foreign Entity shall continuously maintain a Registered Agent and registered office in Colorado and shall file any changes in accordance with C.R.S. § 7-90-704.

5.3 Periodic Reports. The Foreign Entity shall file a Periodic Report with the Secretary each year during the two-month window surrounding the anniversary month of its initial qualification, as required by C.R.S. § 7-90-501.

5.4 Taxes & Licenses. The Foreign Entity shall pay all Colorado taxes, fees, and assessments and shall obtain any regulatory licenses or permits required for its business activities within the State.

5.5 Name Changes & Amendments. Within ninety (90) days after any change to its legal name or its governing documents that would render the disclosures in this Application inaccurate, the Foreign Entity shall file an amended statement of foreign entity authority with the Secretary.

5.6 Records. Upon written request by the Secretary, the Foreign Entity shall promptly furnish any documents that the Secretary is authorized to require under the CO Act.

VI. DEFAULT & REMEDIES

6.1 Events of Default. Any of the following shall constitute an “Event of Default”:
(a) Failure to maintain a Registered Agent or registered office in Colorado;
(b) Failure to file a Periodic Report within the statutory time;
(c) Revocation, dissolution, or suspension of the Foreign Entity’s existence in its Home Jurisdiction;
(d) Failure to pay any fees or penalties due under the CO Act.

6.2 Notice & Cure. The Secretary will provide statutory notice of delinquency. The Foreign Entity shall cure any Event of Default within the period set forth in the notice (currently sixty (60) days for most deficiencies).

6.3 Administrative Revocation. If the Foreign Entity fails to timely cure, its Authority may be revoked by the Secretary pursuant to C.R.S. § 7-90-905.

6.4 Reinstatement. Following revocation, the Foreign Entity may apply for reinstatement by filing a statement of reinstatement and paying all accrued fees and penalties as provided in C.R.S. § 7-90-909.

6.5 Fees & Costs. The Foreign Entity shall be liable for all statutory fees, penalties, and reasonable costs incurred by the State of Colorado in connection with enforcement.

VII. RISK ALLOCATION

[// GUIDANCE: No indemnification or liability-cap provisions are required for this statutory filing. If this Application is being incorporated into a broader transactional agreement, integrate customary risk-allocation clauses in that agreement rather than here.]

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Application and the Authority issued hereunder shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflict-of-laws principles.

8.2 Forum Selection. Any judicial proceeding relating to the issuance, maintenance, or revocation of Authority shall be brought exclusively in the Business Court Division of the [District Court, City and County of Denver, Colorado], or such other state court of competent jurisdiction sitting in Colorado.

8.3 Arbitration; Jury Waiver; Injunctive Relief. Not applicable to this Application.

IX. GENERAL PROVISIONS

9.1 Amendments. The Foreign Entity may amend this Application by filing an Amended Statement of Foreign Entity Authority pursuant to C.R.S. § 7-90-804.

9.2 Withdrawal. The Foreign Entity may voluntarily withdraw its Authority by filing a Statement of Withdrawal of Foreign Entity Authority in accordance with C.R.S. § 7-90-906 and by satisfying all obligations to the State of Colorado arising prior to the effective date of withdrawal.

9.3 Successors & Assigns. The obligations of the Foreign Entity under Sections V and VI shall bind any successor entity that continues to transact business in Colorado under the Foreign Entity’s name.

9.4 Severability. If any provision of this Application is determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.5 Integration. This Application constitutes the entire statement required by the CO Act for qualification of the Foreign Entity in Colorado and supersedes any prior instrument relating to the same subject matter.

9.6 Electronic Filing & Signatures. The Secretary accepts this Application when filed electronically through the state’s e-filing system and when executed with an electronic signature complying with C.R.S. § 24-71.3-101 et seq.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being duly authorized, executes this Application for and on behalf of the Foreign Entity.

[LEGAL NAME OF FOREIGN ENTITY]
a [jurisdiction] [entity type]

By: ______
Name: [AUTHORIZED SIGNATORY NAME]
Title: [Title – e.g., President, Manager, General Partner]
Date: [MM/DD/YYYY]

[// GUIDANCE: Colorado does NOT require notarization for electronic filings with the Secretary of State. If filing on paper (rare), add a standard notary acknowledgment here.]

PRACTICAL CHECKLIST (Non-Filing Guidance)

1. Confirm name availability on the Colorado Secretary of State website.
2. Generate (or obtain) a Certificate of Good Standing/Existence from the Home Jurisdiction dated within 90 days.
3. Select and secure a Colorado Registered Agent before filing.
4. File electronically at https://www.sos.state.co.us; pay the current filing fee (presently \$100 for most entities).
5. Calendar the annual Periodic Report window (beginning the first day of the anniversary month of qualification).
6. Maintain copies of all filings and confirmations in the Foreign Entity’s minute book.

[// GUIDANCE: Attorneys should tailor this template to the client’s entity type and transaction context, confirm fee amounts at time of filing, and verify no industry-specific licensing triggers (e.g., banking, insurance, professional services) apply.]