APPLICATION FOR CERTIFICATE OF AUTHORITY

(Foreign Corporation – Georgia)

[// GUIDANCE: This template is drafted for use by an out-of-state business corporation seeking to qualify to do business in Georgia pursuant to the Georgia Business Corporation Code (“GBCC”), O.C.G.A. § 14-2-1501 et seq. It is not a substitute for the official web-form issued by the Georgia Secretary of State, but supplies a court-ready, fully customizable document that may be attached to—or replace—the Secretary of State’s form where narrative attachments are permitted or required. Practitioners should confirm current filing fees, electronic filing capabilities, and signature requirements prior to submission.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Core Application Statements
4. Representations & Warranties
5. Covenants & Ongoing Compliance Obligations
6. Withdrawal from Georgia
7. General Provisions
8. Execution Block

1. DOCUMENT HEADER

Application for Certificate of Authority (this “Application”) is submitted on [EFFECTIVE_DATE] (the “Effective Date”) by [FOREIGN_CORPORATION_NAME], a corporation organized and existing under the laws of [STATE_OR_COUNTRY_OF_INCORPORATION] (the “Corporation”), to the Office of the Secretary of State of the State of Georgia (“Secretary of State”) pursuant to O.C.G.A. § 14-2-1501.

2. DEFINITIONS

For purposes of this Application, the following terms have the meanings set forth below. Capitalized terms used but not defined herein have the meanings ascribed to them in the GBCC.

“GBCC” means the Georgia Business Corporation Code, O.C.G.A. Title 14, Chapter 2, as amended from time to time.

“Home Jurisdiction” means the state or country in which the Corporation is incorporated, as specified in Section 3.1.

“Registered Agent” has the meaning set forth in Section 3.5.

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

3. CORE APPLICATION STATEMENTS

[// GUIDANCE: These numbered statements track the statutory disclosures required by O.C.G.A. § 14-2-1503. Modify or supplement as necessary for the Corporation’s circumstances.]

3.1 Corporate Name and Jurisdiction
(a) The legal name of the Corporation is [FOREIGN_CORPORATION_NAME].
(b) The Corporation was incorporated on [DATE_OF_INCORPORATION] under the laws of [STATE_OR_COUNTRY_OF_INCORPORATION] (the “Home Jurisdiction”).
(c) The period of duration of the Corporation is [PERPETUAL_OR_EXPIRATION_DATE].

3.2 Principal Office Address
The street address of the principal office of the Corporation is:
[PRINCIPAL_OFFICE_STREET_ADDRESS], [CITY], [STATE] [ZIP].

3.3 Business Purpose in Georgia
The Corporation seeks authority to transact any and all lawful business in the State of Georgia within the scope of its corporate powers and subject to the GBCC.

3.4 Authorized Shares
The total number of shares the Corporation is authorized to issue is [TOTAL_AUTHORIZED_SHARES], consisting of:
(a) [CLASS_A_SHARES] shares of [PAR_VALUE_OR_NO_PAR] [CLASS_A_NAME] stock; and
(b) [CLASS_B_SHARES] shares of [PAR_VALUE_OR_NO_PAR] [CLASS_B_NAME] stock.
[// GUIDANCE: If only one class exists, delete subsection (b).]

3.5 Registered Agent and Registered Office in Georgia
Pursuant to O.C.G.A. § 14-2-1508, the Corporation designates the following Registered Agent and Registered Office within Georgia:
(a) Registered Agent Name: [REGISTERED_AGENT_FULL_NAME]
(b) Street Address (Registered Office): [REGISTERED_OFFICE_ADDRESS], [CITY], Georgia [ZIP] (County: [COUNTY]).

3.6 Officers and Directors
The names and business addresses of the Corporation’s current officers and directors are set forth on Exhibit A attached hereto and incorporated herein by reference.

3.7 Certificate of Existence
A Certificate of Existence (or Good Standing) issued within ninety (90) days prior to the Effective Date by the filing officer of the Home Jurisdiction is attached hereto as Exhibit B.

3.8 Service of Process Consent
The Corporation hereby consents that service of process may be made upon the Corporation in accordance with O.C.G.A. § 14-2-1510.

3.9 Filing Fee
Enclosed is the statutory filing fee in the amount of [CURRENT_FILING_FEE].

4. REPRESENTATIONS & WARRANTIES

The Corporation represents and warrants to the Secretary of State, and any person who may rely upon this Application, that as of the Effective Date:

4.1 Corporate Power and Authorization
The Corporation is duly organized, validly existing, and in good standing under the laws of its Home Jurisdiction, with full corporate power to execute and deliver this Application and to perform all obligations hereunder.

4.2 Accuracy and Completeness
All information set forth in this Application, including all Exhibits and any additional documentation provided, is true, correct, and complete in all material respects.

4.3 No Conflicts
The filing of this Application and the transaction of business in Georgia will not conflict with or result in a breach of (i) any provision of the Corporation’s organizational documents, (ii) any agreement to which the Corporation is a party, or (iii) any applicable law of the Home Jurisdiction.

4.4 Good Standing in Home Jurisdiction
The Corporation is not the subject of any pending administrative dissolution, revocation, or similar proceeding in its Home Jurisdiction.

[// GUIDANCE: Survival language is unnecessary because this is not a contract between two private parties; however, the representations can be relied upon by third parties and the State.]

5. COVENANTS & ONGOING COMPLIANCE OBLIGATIONS

The Corporation covenants that, for so long as it is authorized to transact business in Georgia:

5.1 Annual Registration
The Corporation shall file an annual registration with the Secretary of State and pay the associated fee on or before April 1 of each calendar year as required by O.C.G.A. § 14-2-1622.

5.2 Registered Agent/Office Maintenance
The Corporation shall continuously maintain a Registered Agent and Registered Office in Georgia and shall file a statement of change within thirty (30) days of any change thereto pursuant to O.C.G.A. § 14-2-1508.

5.3 Record-Keeping
The Corporation shall keep such records as required by O.C.G.A. § 14-2-1601 and make them available for inspection as provided therein.

5.4 Amendments
If the Corporation’s name, duration, or other material information provided herein changes, the Corporation shall file an amended certificate of authority within thirty (30) days after the change, consistent with O.C.G.A. § 14-2-1504.

5.5 Taxes and Reporting
The Corporation shall timely pay all state and local taxes and comply with all Georgia Department of Revenue registration and reporting requirements.

6. WITHDRAWAL FROM GEORGIA

6.1 Voluntary Withdrawal
The Corporation may voluntarily withdraw its authority to transact business in Georgia by filing a Certificate of Withdrawal pursuant to O.C.G.A. § 14-2-1520 and paying all fees and taxes then due.

6.2 Post-Withdrawal Service of Process
Pursuant to O.C.G.A. § 14-2-1521, upon withdrawal the Secretary of State shall continue as the Corporation’s agent for service of process with respect to causes of action arising out of activities in Georgia during the time the Corporation was authorized to transact business.

6.3 Winding-Up Obligations
Prior to, or contemporaneously with, withdrawal, the Corporation shall (i) file final tax returns with the Georgia Department of Revenue, (ii) satisfy or make reasonable provision for all liabilities incurred in Georgia, and (iii) dissolve any assumed-name or trade-name registrations.

7. GENERAL PROVISIONS

7.1 Governing Law
This Application shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict-of-laws rules.

7.2 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 validity of any remaining provision.

7.3 Amendments
No amendment to this Application shall be effective until filed with, and accepted by, the Secretary of State in accordance with the GBCC.

7.4 Electronic Signatures
An electronic or facsimile signature hereto shall be deemed to be an original signature for all purposes.

8. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned duly authorized officer executes this Application on the Effective Date.

[Corporate Seal, if any]

[// GUIDANCE: Georgia accepts original, facsimile, and certain electronic signatures for business entity filings. Confirm whether an ink-signed original is required for your chosen filing method (paper vs. online). If filing online, upload PDFs of Exhibits as separate attachments where the portal allows.]

EXHIBIT A

Officers and Directors

EXHIBIT B

Certificate of Existence / Good Standing
[Attach recent certificate issued by the filing officer of the Home Jurisdiction.]