APPLICATION FOR CERTIFICATE OF AUTHORITY

to Transact Business in the District of Columbia

[Exact Legal Name of Foreign Corporation]
(a [State/Country of Incorporation] corporation)

Effective Date: [DATE]
Jurisdiction of Filing: District of Columbia, United States

[// GUIDANCE: This template is designed for attorneys preparing a “foreign qualification” filing under the District of Columbia Business Corporation Act. Customize bracketed items, remove inapplicable provisions, and attach all required exhibits before filing with the D.C. Department of Licensing & Consumer Protection (“DLCP”), Corporations Division.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Application Statements
IV. Representations & Warranties
V. Covenants & Ongoing Obligations
VI. Default & Administrative Remedies
VII. Dispute Resolution
VIII. General Provisions
IX. Withdrawal Procedures (Summary)
X. Execution Block
Schedule 1 – Supporting Documents Checklist
Schedule 2 – Form of Registered Agent’s Consent

I. DOCUMENT HEADER

This Application for Certificate of Authority (this “Application”) is submitted pursuant to D.C. Code § 29-105.02 (2023) and is executed by the undersigned foreign corporation (the “Corporation”) for the purpose of obtaining authority to transact business in the District of Columbia (the “District”).

WHEREAS, the Corporation is duly incorporated, organized and in good standing under the laws of [State/Country of Incorporation]; and

WHEREAS, the Corporation desires to transact business in the District and is required to obtain a Certificate of Authority from the DLCP to lawfully do so;

NOW, THEREFORE, the Corporation hereby submits the following information and agrees to the covenants set forth herein.

II. DEFINITIONS

For purposes of this Application, the following capitalized terms shall have the meanings set forth below. Terms used in the singular include the plural and vice-versa as the context requires.

“Biennial Report” – has the meaning assigned in Section V.2.
“Certificate of Authority” – the certificate issued by the DLCP evidencing the Corporation’s authority to transact business in the District.
“Corporation” – the foreign corporation identified in the Document Header.
“DLCP” – the District of Columbia Department of Licensing & Consumer Protection, Corporations Division (or any successor agency).
“District” – the District of Columbia.
“Registered Agent” – the individual or business entity designated in Section III.6 to receive service of process in the District on behalf of the Corporation.
“Surplusage” – any extraneous, inaccurate, or outdated information included in this Application.

[// GUIDANCE: Add additional defined terms as needed for complex organizational structures.]

III. OPERATIVE APPLICATION STATEMENTS

Pursuant to D.C. Code § 29-105.02, the Corporation hereby states:

1. Corporate Name. The exact corporate name is “[Exact Legal Name of Foreign Corporation]”.
   1.1 Alternate Name. If the foregoing name is unavailable in the District, the Corporation will adopt and use the following alternate name for all District activities: “[Alternate Name]”.

2. Jurisdiction of Incorporation. [State/Country of Incorporation].

3. Date of Incorporation and Duration. Incorporated on [DATE]; duration is [perpetual / date-certain].

4. Principal Office Address. [Street, City, State/Country, ZIP/Postal Code].

5. Mailing Address (if different). [Street, City, State/Country, ZIP/Postal Code].

6. Registered Agent & Registered Office in the District.
   6.1 Name of Registered Agent: [Full Legal Name of Agent].
   6.2 Registered Office Address (must be a District street address): [Street, Washington, DC ZIP].
   6.3 Consent. A signed Consent of Registered Agent is attached hereto as Schedule 2.

7. Authorized Shares.
   7.1 Total number of shares authorized to be issued: [Number].
   7.2 Par value (if any): [Par Value or “No Par Value”].
   7.3 Class/Series designations: [List or “Not Applicable”].

8. Officers & Directors. Attach a current list identifying names, titles, and business addresses. [// GUIDANCE: DC filing system requires officer/director names but not SSNs.]

9. Business Purpose. Brief statement of specific business activities to be conducted in the District:
   “[Describe business purpose with sufficient specificity, e.g., “software development and related consulting services.”]”

10. Tax & Licensure Compliance. The Corporation will obtain all District tax registrations and specialized licenses required for its activities prior to commencing business operations.

11. Filing Fee. The statutory filing fee of [$220 (for-profit) / $80 (non-profit)] accompanies this Application. [// GUIDANCE: Verify current fees at time of filing.]

12. Qualifications. The Corporation affirms that it is eligible for foreign qualification and is not otherwise prohibited from doing business in the District.

IV. REPRESENTATIONS & WARRANTIES

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

4.1 Good Standing. The Corporation is in good standing under the laws of its jurisdiction of incorporation and has paid all franchise or similar taxes due therein.

4.2 Accuracy. All statements contained in this Application and any supporting documents are true, correct, and complete as of the date set forth below; no Surplusage is included.

4.3 Authority. The execution, delivery, and filing of this Application have been duly authorized by all requisite corporate action.

4.4 No Conflict. The filing of this Application and the contemplated District activities do not and will not conflict with the Corporation’s articles of incorporation, bylaws, or any material agreement binding on the Corporation.

4.5 Compliance with Law. The Corporation is not presently in violation of any order, judgment, or decree of any governmental authority that would prohibit or materially impair its authority to conduct business in the District.

4.6 Survival. The representations and warranties herein shall survive issuance of the Certificate of Authority and remain in effect for so long as the Corporation maintains its authority in the District.

V. COVENANTS & ONGOING OBLIGATIONS

5.1 Registered Agent. The Corporation shall continuously maintain a Registered Agent and Registered Office in the District and will promptly file a Statement of Change with the DLCP upon any change thereto.

5.2 Biennial Reports. The Corporation shall file a Biennial Report with the DLCP on or before April 1 of every second year (beginning the year following qualification) and shall pay the applicable fee, all as required by D.C. Code § 29-102.11.

5.3 Taxes. The Corporation shall (a) register with the District of Columbia Office of Tax and Revenue, (b) timely file all required tax returns, and (c) pay all District taxes, fees, and assessments when due.

5.4 Corporate Records. The Corporation shall keep at its principal office or a records location the documents required by D.C. Code § 29-305.02 and will make such records available for inspection in compliance with applicable law.

5.5 Amendments. The Corporation shall file an Amendment to Certificate of Authority within 30 days after any change in its name, jurisdiction of incorporation, or other material information previously submitted to the DLCP.

5.6 Qualification of Successor Entity. In the event of a merger, conversion, or domestication involving the Corporation and resulting in a new foreign entity, the surviving or resulting entity shall file an appropriate qualification or amendment before continuing business in the District.

VI. DEFAULT & ADMINISTRATIVE REMEDIES

6.1 Events of Default. Each of the following constitutes an “Event of Default”:
(a) Failure to maintain a Registered Agent or Registered Office in the District;
(b) Failure to file a Biennial Report within 60 days after its due date;
(c) Non-payment of fees or penalties owed to the DLCP;
(d) Submission of materially false statements in this Application or any DLCP filing; or
(e) Any ground for revocation set forth in D.C. Code § 29-105.11.

6.2 Administrative Remedies. Upon an Event of Default, the DLCP may:
(a) Issue a notice of delinquency and impose late fees;
(b) Declare the Certificate of Authority administratively revoked; and
(c) Publicly list the Corporation as revoked, thereby precluding lawful business in the District.

6.3 Reinstatement. The Corporation may apply for reinstatement within two (2) years of revocation pursuant to D.C. Code § 29-105.14 by curing all defaults and paying applicable fees.

6.4 Service of Process. Following revocation, the Mayor of the District of Columbia is appointed as the Corporation’s agent for service of process per D.C. Code § 29-105.12.

VII. DISPUTE RESOLUTION

7.1 Governing Law. This Application and all rights and obligations of the Corporation in the District shall be governed by the laws of the District of Columbia, without regard to conflict-of-laws principles.

7.2 Forum Selection. Any judicial proceeding arising from or relating to the Corporation’s authority to do business in the District shall be brought exclusively in the Business and Commercial Docket of the Superior Court of the District of Columbia (or any successor forum).

7.3 Arbitration. Not applicable.

7.4 Jury Trial Waiver; Injunctive Relief. Not applicable.

[// GUIDANCE: Because this is a statutory filing, typical private dispute-resolution mechanisms (e.g., arbitration clauses) are generally inapplicable. Retain only jurisdictional statements necessary for completeness.]

VIII. GENERAL PROVISIONS

8.1 Amendments to Application. Any amendment or correction to this Application shall (a) be approved by the Corporation in accordance with its governing documents, and (b) be filed with the DLCP in the form and within the time period required by applicable law.

8.2 Severability. If any provision of this Application is determined to be invalid or unenforceable under applicable law, such determination shall not affect the validity of the remaining provisions.

8.3 Entire Application. This document, together with any schedules and attachments hereto, constitutes the entire application for authority and supersedes all prior submissions relating to the subject matter hereof.

8.4 Electronic Signatures. Pursuant to D.C. Code § 28-4917, facsimile, PDF, or electronically transmitted signatures shall be deemed original and binding for all purposes.

8.5 Successors. All obligations of the Corporation herein shall bind its successors and permitted assigns.

IX. WITHDRAWAL PROCEDURES (SUMMARY)

[// GUIDANCE: Present this summary to clients so they understand how to discontinue District operations.]

9.1 Voluntary Withdrawal. A foreign corporation may surrender its authority by filing a Statement of Withdrawal with the DLCP pursuant to D.C. Code § 29-105.20, accompanied by the statutory fee and a tax clearance certificate (if required).

9.2 Post-Withdrawal Service. Service of process for causes of action arising during the period of authority may be made on the Mayor of the District of Columbia for five (5) years following withdrawal.

9.3 Final Reports & Taxes. Prior to withdrawal, the Corporation must (a) bring all DLCP filings current, (b) pay outstanding fees, penalties, and District taxes, and (c) resolve any pending administrative proceedings.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the Corporation, executes this Application on the date set forth below and affirms, under penalties of perjury, that the information contained herein is true, correct, and complete.

[Typed Name of Authorized Officer]
[Title]
[Exact Legal Name of Foreign Corporation]
Date: [DATE]

CONSENT OF REGISTERED AGENT
The undersigned hereby consents to serve as Registered Agent for the Corporation in the District of Columbia.

[Typed Name of Registered Agent / Authorized Representative]
[Entity Name, if applicable]
Date: [DATE]

(NOTARIZATION – if required by DLCP at time of filing)
District of Columbia, ss:
Subscribed and sworn before me on [DATE] by [Name of Officer/Agent].

Notary Public
My Commission Expires: [DATE]

SCHEDULE 1 – SUPPORTING DOCUMENTS CHECKLIST

1. Certified copy of Articles/Certificate of Incorporation (dated within 90 days).
2. Certificate of Good Standing/Existence from domestic jurisdiction (dated within 90 days).
3. Officer/Director Information Sheet.
4. Registered Agent’s Consent (Schedule 2).
5. Filing fee check payable to “DC Treasurer” or credit card authorization form.
6. Optional expedited service request form (if seeking same-day or three-day processing).

SCHEDULE 2 – FORM OF REGISTERED AGENT’S CONSENT

I, [Name], hereby consent to serve as Registered Agent for [Exact Legal Name of Foreign Corporation] in the District of Columbia and agree to accept service of process and official communications at the address set forth in Section III.6 of the foregoing Application.

Signature: ____
Printed Name: _______
Date: [DATE]

[// GUIDANCE: Before filing, confirm all statutory citations, fees, and administrative office names against the most recent DLCP publications and the D.C. Code, as these change periodically. Remove guidance comments from the final, client-facing version.]