APPLICATION FOR CERTIFICATE OF AUTHORITY

to Transact Business in the State of Delaware

(Foreign Qualification Application)

[// GUIDANCE: This template is intended for use by entities formed outside the State of Delaware (“Foreign Entities”) that seek authority to conduct business within Delaware pursuant to 8 Del. C. § 371 (corporations) or comparable provisions of the Delaware statutory schemes governing LLCs, LPs, LLPs, and statutory trusts. Confirm the correct statute for the applicant’s entity type before use.]

I. DOCUMENT HEADER

1. Applicant Entity: [LEGAL NAME OF FOREIGN ENTITY], a [Entity Type – e.g., Corporation / Limited Liability Company / Limited Partnership] organized under the laws of [Home Jurisdiction].
2. Filing With: Delaware Department of State, Division of Corporations (“DDOS”).
3. Effective Date: [EFFECTIVE DATE] (select one)
   a. Upon filing; or
   b. Future effective date: [______] (may not exceed 90 days after filing).
4. Document Title: Application for Certificate of Authority to Transact Business in Delaware (the “Application”).

II. DEFINITIONS

For purposes of this Application, capitalized terms have the meanings set forth below:

A. “Applicant” means the Foreign Entity applying for a Certificate of Authority.
B. “Certificate of Authority” means the certificate issued by DDOS evidencing the Applicant’s authorization to transact business in Delaware.
C. “DDOS” has the meaning given in Section I.2.
D. “Delaware Law” means the Delaware General Corporation Law, 8 Del. C. § 101 et seq., or, for non-corporate entities, the corresponding title of the Delaware Code applicable to the Applicant’s entity type.
E. “Foreign Entity” means an entity organized under the laws of a jurisdiction other than Delaware.
F. “Home Jurisdiction” means the state or country under whose laws the Applicant is formed and existing.
G. “Registered Agent” means the Delaware-resident agent appointed to receive service of process on behalf of the Applicant pursuant to Delaware Law.

III. OPERATIVE PROVISIONS

1. Corporate Existence & Authority
   The Applicant hereby applies for authority to transact business in Delaware and states as follows:

a. Legal Name in Home Jurisdiction: [LEGAL NAME]
b. Alternate Name to Be Used in Delaware (if original name is unavailable): [FICTITIOUS NAME, if any]
c. Date of Formation in Home Jurisdiction: [DATE]
d. Duration: ☐ Perpetual ☐ Expires on [DATE]
e. Principal Office Address: [STREET, CITY, STATE/COUNTRY, ZIP]
f. Delaware Registered Agent: [NAME], with a business office at [STREET, CITY, DE ZIP].
g. Business Purpose in Delaware: [GENERAL OR SPECIFIC PURPOSE] (may match charter purpose).

2. Authorized Equity (Corporations Only)
   a. Total Authorized Shares: [NUMBER]
   b. Par Value: [PAR VALUE or “No Par Value”]
   c. Class / Series Information: [DETAILS OR “N/A”]

3. Governing Persons
   a. Directors / Managers / General Partners (attach additional sheet if necessary):

b. Officers (corporations only): [LIST OR “N/A”]

4. Attachments
   a. A certificate of existence (or good standing) issued by the Secretary of State (or equivalent) of the Home Jurisdiction, dated within 60 days prior to filing.
   b. If the Applicant’s true legal name is not available in Delaware, evidence of registration of a fictitious name.
   c. Additional supporting documents, if any: [DESCRIBE].

IV. REPRESENTATIONS & WARRANTIES

The undersigned, an authorized officer or other duly empowered representative of the Applicant, hereby certifies on behalf of the Applicant that:

1. The information contained in this Application and all attachments hereto is true, correct, and complete as of the date set forth below.
2. The Applicant is a Foreign Entity duly organized, validly existing, and in good standing under the laws of its Home Jurisdiction.
3. The Applicant has taken all internal action necessary to authorize the filing of this Application and the appointment of the Registered Agent.
4. No governmental approvals or consents, other than those expressly identified in this Application, are required for the Applicant to obtain the Certificate of Authority and transact business in Delaware.

[// GUIDANCE: Add any additional entity-specific representations—e.g., tax status, regulatory approvals—if the Applicant operates in a regulated industry.]

V. COVENANTS & ONGOING OBLIGATIONS

1. Registered Agent & Office
   a. The Applicant shall continuously maintain a Registered Agent in Delaware as required by Delaware Law.
   b. Any change in the Registered Agent or its address will be effected by filing the requisite amendment with DDOS within the statutory period.

2. Annual Franchise Tax / Annual Report
   a. The Applicant agrees to pay all Delaware franchise taxes, filing fees, and other charges when due.
   b. The Applicant shall file an annual report (corporations) or pay annual tax (LLCs, LPs) in accordance with Delaware Law and DDOS regulations.

3. Compliance with Delaware Law
   The Applicant shall comply with all applicable provisions of Delaware Law, including maintaining its good standing and refraining from engaging in any business activities for which additional licensure is required without first obtaining such licenses.

4. Notification of Material Changes
   The Applicant will promptly notify DDOS of any merger, conversion, name change, dissolution, or other corporate action that affects the accuracy of the information provided in this Application.

VI. DEFAULT & REMEDIES

1. Administrative Revocation
   Failure to comply with the ongoing obligations set forth in Section V, including failure to maintain a Registered Agent or pay franchise taxes, may result in administrative revocation of the Certificate of Authority by DDOS pursuant to Delaware Law.

2. Effect of Revocation
   Revocation does not relieve the Applicant of liability for any accrued obligations, taxes, or penalties and does not impair the jurisdiction of Delaware courts over the Applicant for acts occurring prior to revocation.

VII. WITHDRAWAL PROCEDURES

1. Certificate of Withdrawal
   The Applicant may voluntarily surrender its authority to transact business in Delaware by filing a Certificate of Withdrawal in accordance with 8 Del. C. § 377 (corporations) or the analogous statutory section for its entity type, accompanied by all fees and taxes then due.

2. Requirements for Withdrawal
   a. Payment of all Delaware franchise taxes and penalties through the effective date of withdrawal;
   b. Certification that the Applicant is not transacting business in Delaware; and
   c. Appointment of a service-of-process designee for causes of action arising during the period of qualification, if required by statute.

VIII. GOVERNING LAW & FORUM SELECTION

This Application and the rights and obligations of the Applicant arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflict-of-laws principles. The Court of Chancery of the State of Delaware (or, if subject-matter jurisdiction is lacking, any other court of competent jurisdiction within the State of Delaware) shall be the exclusive forum for any action arising out of or relating to this Application or the Applicant’s transaction of business in Delaware.

IX. GENERAL PROVISIONS

1. Amendments
   Any amendment to this Application shall be made by filing a Certificate of Amendment in the form prescribed by DDOS and shall become effective upon the effectiveness of such filing or a stated future date, not to exceed 90 days after filing.

2. Severability
   If any provision of this Application is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the remaining provisions, which shall remain in full force and effect.

3. Entire Application
   This Application, including all exhibits and attachments, constitutes the entire submission required for the Applicant’s qualification under Delaware Law and supersedes any prior drafts or submissions relating to the subject matter hereof.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned affirm(s) under penalty of perjury that the foregoing Application is the act and deed of the Applicant and that the facts stated herein are true.

Date: [DATE]

(Seal, if required)

[// GUIDANCE:
1. Many Delaware filing agents will also require a cover letter with return instructions and a check for filing fees; attach as needed.
2. For electronic filings, confirm acceptance of typed “/s/” signatures and any additional DDOS requirements.
3. Notarization is generally not required for Delaware foreign qualification filings, but verify current DDOS practice before submission.]

OPTIONAL EXHIBIT A

SAMPLE COVER LETTER TO DELAWARE DIVISION OF CORPORATIONS

[Applicant Letterhead]

[Date]

Delaware Division of Corporations
401 Federal Street, Suite 4
Dover, DE 19901

Re: Application for Certificate of Authority – [LEGAL NAME OF APPLICANT]

Dear Sir or Madam:

Enclosed please find the Application for Certificate of Authority for the above-referenced Foreign Entity, together with:
1. Certificate of Good Standing from [Home Jurisdiction];
2. Filing fee check in the amount of $[______]; and
3. A self-addressed stamped envelope for the return of the filed documents.

Please process the filing on a [☐ routine / ☐ expedited – 24-hour] basis. If you have any questions, kindly contact the undersigned at [phone/email].

Very truly yours,

---

[Name], [Title]

[// GUIDANCE: This template reflects Delaware statutory requirements current as of this drafting. Always confirm fee schedules, documentary requirements, and statutory citations immediately prior to filing, as DDOS procedures and Delaware Law are subject to change.]

© [YEAR] [LAW FIRM / AUTHOR]. All rights reserved.