APPLICATION FOR CERTIFICATE OF AUTHORITY

TO TRANSACT BUSINESS IN THE STATE OF FLORIDA

(Foreign Profit Corporation)

[// GUIDANCE: This template is designed for use by counsel preparing a statutory filing under Fla. Stat. § 607.1503 (2023) for a foreign profit corporation seeking authority to do business in Florida. Customize bracketed fields, verify current statutory fees, and attach any required supporting documentation before filing with the Florida Department of State, Division of Corporations.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Ongoing Obligations
6. Default & Remedies
7. Dispute Resolution
8. General Provisions
9. Execution Block

1. DOCUMENT HEADER

APPLICATION FOR CERTIFICATE OF AUTHORITY (the “Application”) made as of [EFFECTIVE DATE] (the “Effective Date”) by [FOREIGN CORPORATION LEGAL NAME], a corporation organized under the laws of the State of [HOME STATE] (the “Corporation”), to the Florida Department of State, Division of Corporations (the “Department”) pursuant to Section 607.1503, Florida Statutes.

WHEREAS, the Corporation is duly incorporated and in good standing under the laws of [HOME STATE] and desires to transact business in the State of Florida (“Florida”); and

WHEREAS, in accordance with the Florida Business Corporation Act, the Corporation is required to obtain a Certificate of Authority before transacting business in Florida;

NOW, THEREFORE, the Corporation hereby submits this Application and respectfully requests issuance of a Certificate of Authority.

2. DEFINITIONS

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

“Annual Report” – the report required to be filed each calendar year with the Department under Fla. Stat. § 607.1622.

“Certificate of Authority” – the certificate issued by the Department evidencing the Corporation’s authority to transact business in Florida pursuant to Fla. Stat. § 607.1505.

“Department” – the Florida Department of State, Division of Corporations.

“Registered Agent” – the individual or entity designated pursuant to Section 3.4 to receive service of process on behalf of the Corporation in Florida.

“Registered Office” – the street address in Florida of the Registered Agent, as provided in Section 3.4.

3. OPERATIVE PROVISIONS

3.1 Corporate Name
​ a. The exact name of the Corporation is: [FOREIGN CORPORATION LEGAL NAME].
​ b. If the name in 3.1(a) is not available for use in Florida, the Corporation will transact business under the alternate name: [ALTERNATE NAME (IF APPLICABLE)] in accordance with Fla. Stat. § 607.1506.

3.2 Jurisdiction and Date of Incorporation
​ a. State or Country of Incorporation: [HOME STATE].
​ b. Date of Incorporation: [MM/DD/YYYY].
​ c. Duration: ☐ Perpetual ☐ Until [DATE] (if limited).

3.3 Principal Office Address
​ a. Principal Office: [STREET ADDRESS, CITY, STATE, ZIP, COUNTRY].
​ b. Mailing Address (if different): [MAILING ADDRESS].

3.4 Registered Agent and Registered Office in Florida
​ a. Name of Registered Agent: [REGISTERED AGENT NAME].
​ b. Florida Street Address of Registered Office (P.O. Boxes not acceptable): [STREET, CITY, FL ZIP].
​ c. Written acceptance of appointment by the Registered Agent is attached hereto as Exhibit A.

3.5 Officers and Directors
List the name and business address of each officer and director as of the Effective Date.

3.6 Authorized Shares
​ a. Total number of shares the Corporation is authorized to issue: [NUMBER].
​ b. Class/Series (if any): [DETAILS].

3.7 Purpose
The Corporation’s purpose for transacting business in Florida is [GENERAL BUSINESS PURPOSE OR “to engage in any lawful business”].

3.8 Effective Date of Authority
The Certificate of Authority shall become effective:
​ ☐ Upon filing with the Department; or
​ ☐ On [DELAYED EFFECTIVE DATE] (not more than 90 days after filing).

4. REPRESENTATIONS & WARRANTIES

The Corporation hereby represents and warrants to the Department that:

4.1 Good Standing
The Corporation is in good standing under the laws of [HOME STATE] as of the Effective Date.

4.2 Board Approval
The Board of Directors of the Corporation has duly authorized the filing of this Application and appointed the undersigned officer to execute and deliver same.

4.3 Accuracy
The information contained in this Application, and in all attachments hereto, is true, correct, and complete as of the Effective Date.

[// GUIDANCE: Consider attaching a recently issued Certificate of Existence or Good Standing from the home jurisdiction (typically dated within 90 days) as Exhibit B, if required by the Department.]

5. COVENANTS & ONGOING OBLIGATIONS

The Corporation covenants that, upon issuance of the Certificate of Authority, it shall:

5.1 Maintain Registered Agent & Office
Continuously maintain a Registered Agent and Registered Office in Florida and promptly file any changes thereto in accordance with Fla. Stat. § 607.1507.

5.2 File Annual Report
Timely file an Annual Report with the Department between January 1 and May 1 of each calendar year and pay all associated fees.

5.3 Pay Franchise Taxes & Fees
Pay all filing fees, franchise taxes, and penalties imposed by Florida law when due.

5.4 Compliance with Florida Law
Abide by the Florida Business Corporation Act and all other applicable Florida statutes and regulations while transacting business in Florida.

5.5 Foreign Withdrawal
In the event the Corporation ceases to transact business in Florida, it shall file an Application for Certificate of Withdrawal pursuant to Fla. Stat. § 607.1520 and satisfy all statutory conditions precedent.

6. DEFAULT & REMEDIES

6.1 Administrative Revocation
Failure to comply with the covenants in Section 5 may result in administrative revocation of the Certificate of Authority under Fla. Stat. § 607.1531.

6.2 Service of Process After Revocation
Pursuant to Fla. Stat. § 607.1532, service of process may be effected on the Secretary of State as the Corporation’s agent if the Certificate of Authority is revoked.

[// GUIDANCE: Counsel should monitor compliance calendars to avoid revocation. Reinstatement is possible under Fla. Stat. § 607.1534 but entails additional fees and potential loss of name exclusivity.]

7. DISPUTE RESOLUTION

7.1 Governing Law
This Application and all matters arising hereunder shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles.

7.2 Forum Selection
Any proceeding to challenge the Department’s action or inaction regarding this Application shall be brought exclusively in the appropriate state business court or other court of competent jurisdiction located in Leon County, Florida.

[// GUIDANCE: Arbitration, jury waiver, and injunctive relief are inapplicable to this statutory filing and therefore omitted.]

8. GENERAL PROVISIONS

8.1 Amendments
Any amendment to the information contained in this Application shall be made by filing an Amended Application for Certificate of Authority pursuant to Fla. Stat. § 607.1504.

8.2 Severability
If any provision of this Application is determined to be invalid under applicable law, the remaining provisions shall remain in full force and effect.

8.3 Entire Application
This document, together with all exhibits attached hereto, constitutes the complete and exclusive statement of the Corporation’s application for authority to transact business in Florida.

8.4 Electronic Filing & Signatures
The Corporation acknowledges that the Department accepts electronic filings and consents to the use of electronic signatures to the fullest extent permitted by law.

9. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the Corporation, has executed this Application as of the Effective Date.

_____________________________________
[NAME], [TITLE]
for and on behalf of
[FOREIGN CORPORATION LEGAL NAME]

Date: ________________________________

ACKNOWLEDGMENT OF REGISTERED AGENT
The undersigned hereby accepts appointment as Registered Agent in the State of Florida for the above-named Corporation and acknowledges that this acceptance obligates the agent to comply with the provisions of all statutes relating to the proper and complete performance of the agent’s duties.

_____________________________________
[NAME OF REGISTERED AGENT]
(as/if an entity: by _________________________________)

Date: ________________________________

[Notarization block—complete only if required by current Department forms]

EXHIBIT A

Written Consent and Acceptance of Registered Agent

EXHIBIT B

Certificate of Existence/Good Standing from [HOME STATE] (dated within 90 days)

[// GUIDANCE: File the completed Application, required exhibits, and statutory filing fee with the Florida Department of State, Division of Corporations. As of this drafting, the filing fee for a foreign profit corporation is $70 ($35 filing + $35 registered agent designation), with optional certified copy and/or certificate fees. Verify current fee schedule prior to submission.]