APPLICATION FOR CERTIFICATE OF AUTHORITY

TO TRANSACT BUSINESS IN THE STATE OF CONNECTICUT

(Foreign Corporation Undertaking & Statutory Filing Package)

[// GUIDANCE: This template is designed for use by counsel preparing a Connecticut foreign-qualification filing under Conn. Gen. Stat. §§ 33-920 et seq. It couples the statutory “Application for Certificate of Authority” with a comprehensive set of corporate undertakings, representations, and covenants intended to ensure ongoing compliance and to facilitate a clean withdrawal if ever required. Delete any bracketed text that is inapplicable, and insert the demanded factual particulars in every [PLACEHOLDER].]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Dispute Resolution
8. General Provisions
9. Execution Block
10. Exhibit A — Statutory Application for Certificate of Authority
11. Exhibit B — Board Resolutions Authorizing Foreign Qualification
12. Exhibit C — Statement of Withdrawal (for future use)

1. DOCUMENT HEADER

Application and Undertaking (this “Application”) made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

• [ENTITY NAME], a corporation organized under the laws of the State of [STATE OF DOMICILE] with its principal place of business at [PRINCIPAL ADDRESS] (the “Corporation”); and

• The Secretary of the State of Connecticut, Business Services Division (the “Secretary”).

Recitals

A. The Corporation desires to transact business in Connecticut as a “foreign corporation” within the meaning of Conn. Gen. Stat. § 33-920(10).
B. The Connecticut Business Corporation Act, Conn. Gen. Stat. §§ 33-600 et seq. (the “Act”), requires a foreign corporation to obtain a Certificate of Authority (the “Certificate”) before transacting business in this State.
C. The Corporation, by executing this Application, seeks to satisfy the Act’s qualification requirements and to provide continuing assurances of compliance.

NOW, THEREFORE, in consideration of the mutual covenants herein and to induce the Secretary to issue the Certificate, the Corporation hereby agrees as follows:

2. DEFINITIONS

For purposes of this Application, the following terms have the meanings indicated. Capitalized terms used but not defined have the meanings ascribed in the Act.

“Annual Report” means the report required by Conn. Gen. Stat. § 33-953 and any successor statute.

“Certificate” has the meaning set forth in Recital B.

“Corporation” has the meaning set forth in the Document Header.

“Registered Agent” means the individual or entity appointed pursuant to Section 3.3 to accept service of process on behalf of the Corporation within Connecticut.

“Registered Office” means the street address of the Registered Agent within Connecticut, as on file with the Secretary.

“Secretary” has the meaning set forth in the Document Header.

3. OPERATIVE PROVISIONS

3.1 Application for Authority.
(a) The Corporation hereby applies for and requests that the Secretary issue the Certificate in accordance with Conn. Gen. Stat. § 33-922.
(b) Concurrently with this Application, the Corporation is filing the completed Statutory Form attached hereto as Exhibit A and paying all filing fees prescribed by law.

3.2 Business to Be Conducted. The Corporation anticipates conducting the following general business activities in Connecticut: [DESCRIPTION OF BUSINESS], together with such ancillary activities as may be lawful.

3.3 Registered Agent and Office.
(a) The Corporation designates [NAME OF REGISTERED AGENT], having a business address at [CONNECTICUT STREET ADDRESS], as its Registered Agent.
(b) The Corporation shall continuously maintain a Registered Agent and Registered Office in Connecticut as required by Conn. Gen. Stat. § 33-926.

3.4 Effective Date. The Certificate shall become effective upon acceptance and filing by the Secretary or, if a delayed effective date is stated in Exhibit A, at 12:01 a.m. on such date.

3.5 Consideration; No Additional Payment. The sole consideration for the Secretary’s issuance of the Certificate shall be the Corporation’s compliance with the Act and this Application. No monetary consideration shall flow to the Secretary other than statutory fees.

3.6 Conditions Precedent. The Corporation shall deliver to the Secretary all of the following:
(i) this executed Application;
(ii) the fully completed Exhibit A;
(iii) a certificate of existence (or equivalent) issued by the [STATE OF DOMICILE] Secretary of State dated not more than ninety (90) days prior to the Effective Date; and
(iv) payment of the prescribed filing fee.

Failure to satisfy any of the foregoing conditions shall render this Application null and void.

4. REPRESENTATIONS & WARRANTIES

The Corporation represents and warrants to the Secretary as of the Effective Date and as of the date the Certificate is issued that:

4.1 Good Standing. The Corporation is a corporation duly incorporated, validly existing, and in good standing under the laws of [STATE OF DOMICILE].

4.2 Corporate Power. The Corporation has all requisite corporate power to execute and deliver this Application and to perform its obligations hereunder.

4.3 Accuracy of Information. The information set forth in Exhibit A is true, correct, and complete in all material respects.

4.4 No Disqualifications. No outstanding order, judgment, or decree of any governmental authority prohibits the Corporation from transacting business in Connecticut.

4.5 Tax Compliance. The Corporation is current in the payment of franchise and income taxes, if any, in its jurisdiction of formation and in every other jurisdiction where it is qualified to do business.

4.6 Authority. The execution and delivery of this Application have been duly authorized by all necessary corporate action, as evidenced by the resolutions attached hereto as Exhibit B.

[// GUIDANCE: Counsel should attach a certified copy of the board resolutions to Exhibit B and retain originals in the minute book.]

4.7 Survival. All representations and warranties herein shall survive the issuance of the Certificate and remain in full force for so long as the Corporation remains qualified in Connecticut.

5. COVENANTS & RESTRICTIONS

The Corporation covenants and agrees that, for so long as it is qualified to do business in Connecticut:

5.1 Maintenance of Registered Agent. The Corporation shall continuously maintain a Registered Agent and Registered Office pursuant to Conn. Gen. Stat. § 33-926 and shall file any change of agent or office within thirty (30) days after such change becomes effective.

5.2 Annual Reports. The Corporation shall file its Annual Report electronically with the Secretary on or before March 31 of each calendar year and shall pay the statutory fee then in effect.

5.3 Franchise Taxes and Fees. The Corporation shall pay, when due, all franchise taxes, filing fees, and any other fees imposed by Connecticut law.

5.4 Compliance with Connecticut Law. The Corporation shall at all times act in conformity with the Act, the Connecticut Unfair Trade Practices Act, and any other applicable statutes and regulations.

5.5 Service of Process. The Corporation irrevocably consents to service of process upon the Registered Agent and, if service cannot be effectuated on the Registered Agent, upon the Secretary in accordance with Conn. Gen. Stat. § 33-929.

5.6 Records. The Corporation shall maintain at its principal office or its Registered Office the records required by Conn. Gen. Stat. § 33-945 and shall make such records available for inspection as required by law.

5.7 Notice of Corporate Changes. The Corporation shall notify the Secretary within ninety (90) days of any merger, conversion, domestication, or other structural change affecting its existence or its right to transact business.

5.8 Restrictions on Transfer. The Corporation shall not assign or transfer the Certificate except in strict accordance with the Act.

5.9 Withdrawal. Prior to ceasing business in Connecticut, the Corporation shall execute and file with the Secretary a Statement of Withdrawal substantially in the form attached hereto as Exhibit C and shall pay all taxes and fees due through the date of withdrawal.

6. 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 for thirty (30) consecutive days;
(b) Failure to file the Annual Report within sixty (60) days of its due date;
(c) Failure to pay any franchise tax or fee within sixty (60) days of its due date;
(d) Material misrepresentation in this Application or any document filed with the Secretary; or
(e) Violation of any final order of a Connecticut court or governmental agency relating to the Corporation’s business activities.

6.2 Notice and Cure. Upon the occurrence of an Event of Default, the Secretary shall provide written notice to the Corporation at its Registered Office. The Corporation shall have sixty (60) days from the date of such notice to cure the default.

6.3 Administrative Revocation. If the Corporation fails to cure an Event of Default within the cure period, the Secretary may administratively revoke the Certificate pursuant to Conn. Gen. Stat. § 33-930.

6.4 Effect of Revocation. Upon revocation, the Corporation’s authority to transact business in Connecticut shall cease, and the Corporation shall be subject to the consequences set forth in Conn. Gen. Stat. § 33-931, including but not limited to loss of standing to maintain any proceeding in Connecticut courts.

6.5 Reinstatement. The Corporation may seek reinstatement pursuant to Conn. Gen. Stat. § 33-932 by curing all defaults and paying all fees and penalties.

6.6 Attorneys’ Fees. If the Secretary is compelled to initiate legal action to enforce the Act or this Application, the Corporation shall reimburse the Secretary for reasonable attorneys’ fees and costs incurred.

7. DISPUTE RESOLUTION

7.1 Governing Law. This Application and all disputes arising hereunder shall be governed by and construed in accordance with the Act and other applicable laws of the State of Connecticut, without regard to its conflict-of-laws rules.

7.2 Forum Selection. The parties agree that the exclusive forum for any proceeding arising out of or relating to this Application shall be the Connecticut Superior Court, Business Session (sometimes referred to as the “Connecticut Business Court”).

7.3 Arbitration. The parties expressly agree that arbitration is not applicable to any dispute arising under this Application.

7.4 Jury Waiver. Not applicable.

7.5 Injunctive Relief. Not applicable.

8. GENERAL PROVISIONS

8.1 Amendments and Waivers. No amendment to this Application shall be effective unless approved by the Corporation’s board of directors and accepted for filing by the Secretary. No waiver by the Secretary of any provision shall be deemed a continuing waiver unless so stated in writing.

8.2 Assignment. The Corporation may not assign or delegate its obligations under this Application or transfer the Certificate except as expressly permitted by the Act.

8.3 Successors and Assigns. This Application shall be binding upon and inure to the benefit of the Corporation and its successors and assigns and shall be enforceable by the Secretary and his or her successors in office.

8.4 Severability. If any provision of this Application is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to achieve, to the maximum extent lawful, the original intent.

8.5 Entire Agreement. This Application, together with Exhibits A, B, and C, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written understandings.

8.6 Counterparts; Electronic Signatures. This Application may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by electronic means (including PDF, DocuSign, or other secure e-signature platform) shall be deemed original signatures.

9. EXECUTION BLOCK

IN WITNESS WHEREOF, the Corporation has caused this Application to be executed by its duly authorized officer as of the Effective Date.

[ENTITY NAME]
a [STATE OF DOMICILE] corporation

By: _____
Name: [NAME OF OFFICER]
Title: [TITLE]
Date: [DATE]
[// GUIDANCE: Connecticut does not require notarization for foreign qualification filings. If the home jurisdiction does, consider adding an apostille or certificate of good standing as part of Exhibit A.]

10. EXHIBIT A

STATUTORY “APPLICATION FOR CERTIFICATE OF AUTHORITY”
(Connecticut Secretary of the State Form MA Foreign Stock – 01)

[INSERT COMPLETED SECRETARY OF STATE FORM HERE]

11. EXHIBIT B

BOARD RESOLUTIONS AUTHORIZING FOREIGN QUALIFICATION

[MODEL LANGUAGE]

“RESOLVED, that the Corporation shall apply for and obtain a Certificate of Authority to transact business in the State of Connecticut, and that [NAME OF OFFICER] is hereby authorized and directed to execute and file all documents and to pay all fees necessary or desirable to effect such qualification.”

[// GUIDANCE: Attach a certified copy signed by the corporate secretary.]

12. EXHIBIT C

FORM OF STATEMENT OF WITHDRAWAL
(Conn. Gen. Stat. § 33-930)

[MODEL WITHDRAWAL FORM WITH PLACEHOLDERS]

END OF DOCUMENT