APPLICATION FOR CERTIFICATE OF AUTHORITY

(Foreign Qualification – State of Iowa)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Statutory Disclosure Items (Iowa Code §490.1503 / §489.802)
   3.2 Qualification Requirements
   3.3 Ongoing Obligations
   3.4 Withdrawal Procedures
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Governing Law & Forum Selection
8. General Provisions
9. Execution Block

1. DOCUMENT HEADER

Application (“Application”) made as of [EFFECTIVE DATE] by [APPLICANT LEGAL NAME], a [CORPORATION / LIMITED LIABILITY COMPANY] organized under the laws of [DOMESTIC JURISDICTION] (“Applicant”), to the Secretary of State of the State of Iowa (“Secretary of State”).

Recitals

A. Applicant is duly organized, validly existing, and in good standing under the laws of its domestic jurisdiction and desires to transact business in the State of Iowa in accordance with the Iowa Business Corporation Act, Iowa Code §490.1501 et seq. (if a corporation) or the Iowa Revised Uniform Limited Liability Company Act, Iowa Code §489.801 et seq. (if an LLC).

B. Applicant submits this Application to obtain a Certificate of Authority and to evidence its consent to all obligations imposed by Iowa law on foreign business entities.

2. DEFINITIONS

For purposes of this Application, the following capitalized terms shall have the meanings set forth below. Any term not defined herein shall have the meaning ascribed to it in the Iowa Code.

“Act” means, as applicable, Iowa Code Chapter 490 (Business Corporation Act) or Iowa Code Chapter 489 (Revised Uniform Limited Liability Company Act).

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

“Certificate of Authority” means the certificate issued by the Secretary of State pursuant to Iowa Code §490.1505 or §489.804 evidencing Applicant’s authority to transact business in Iowa.

“Domestic Jurisdiction” means the state or foreign country under whose laws Applicant is incorporated or organized.

“Registered Agent” means the individual or entity appointed pursuant to Iowa Code §490.1507 or §489.113 to receive service of process on behalf of Applicant in Iowa.

“Secretary of State” means the Iowa Secretary of State, Business Services Division.

[// GUIDANCE: Add additional defined terms only if used elsewhere in this Application.]

3. OPERATIVE PROVISIONS

3.1 Statutory Disclosure Items

Pursuant to Iowa Code §490.1503 (corporations) or §489.802 (LLCs), Applicant provides the following information:

a. Exact Legal Name: [APPLICANT LEGAL NAME]
b. Alternate Name in Iowa (if original name is unavailable): [DESIGNATED IOWA NAME]
c. Entity Type: [CORPORATION / LLC]
d. Domestic Jurisdiction & Date of Formation: [STATE / COUNTRY] – [DATE]
e. Duration (if not perpetual): [TERM]
f. Principal Office Address: [STREET, CITY, STATE, ZIP, COUNTRY]
g. Registered Agent Name: [REGISTERED AGENT]
h. Registered Office in Iowa: [STREET, CITY, IA ZIP]
i. Names & Business Addresses of Directors/Managers:

• [NAME] – [ADDRESS]
• [NAME] – [ADDRESS]
• (add rows as needed)

j. Authorized Shares / Capital Structure (corporations only):
• [CLASS] – [NUMBER AUTHORIZED] – [PAR VALUE]

k. Effective Date of Qualification (optional): [MM/DD/YYYY]
l. Certificate of Existence: Attached hereto as Exhibit A (dated within 90 days of filing).

[// GUIDANCE: Delete or modify subsections not applicable to the Applicant’s entity type.]

3.2 Qualification Requirements

1. Filing of this Application, statutory filing fee, and a Certificate of Existence from the Domestic Jurisdiction dated within ninety (90) days prior to submission.
2. Appointment and continuous maintenance of a Registered Agent and Registered Office in Iowa.
3. Compliance with Iowa name distinguishability standards or adoption of an alternate name pursuant to Iowa Code §490.1506 / §489.803.
4. Delivery of any additional documentation reasonably required by the Secretary of State to confirm legal existence and good standing.

3.3 Ongoing Obligations

1. Biennial Report. Applicant shall file a biennial report with the Secretary of State in each odd-numbered year (corporations) or even-numbered year (LLCs) together with the applicable fee.
2. Registered Agent/Office. Applicant shall maintain a Registered Agent and Registered Office in Iowa at all times and promptly file a Statement of Change upon any modification.
3. Tax Compliance. Applicant shall comply with all Iowa Department of Revenue registration, tax, and reporting obligations.
4. Record-Keeping. Applicant shall keep at its principal office the records required by the Act and shall make them available for inspection as required by Iowa Code §490.1601 or §489.410.

3.4 Withdrawal Procedures

1. Voluntary Withdrawal. Applicant may withdraw from Iowa by filing a Statement of Withdrawal (corporations – Iowa Code §490.1520; LLCs – Iowa Code §489.807), paying the applicable fee, and certifying that it is no longer transacting business in Iowa.
2. Tax Clearance. Prior to withdrawal, Applicant shall obtain and file any tax clearance required by the Iowa Department of Revenue.
3. Service of Process Post-Withdrawal. Applicant’s Registered Agent shall remain authorized for service of process as to causes of action arising during the period of qualification, or, if none, Applicant shall designate the Secretary of State as agent for service pursuant to the Act.

4. REPRESENTATIONS & WARRANTIES

Applicant hereby represents and warrants to the Secretary of State and the State of Iowa that, as of the Effective Date:

a. Applicant is duly organized, validly existing, and in good standing under the laws of its Domestic Jurisdiction.
b. Applicant has taken all required corporate/LLC action to authorize the execution and filing of this Application.
c. The information contained in this Application and in all attachments is true, correct, and complete.
d. The Certificate of Existence attached hereto has not been revoked or suspended.
e. Applicant is not suspended or barred from doing business in any jurisdiction for failure to pay taxes or other statutory obligations, except as disclosed on Schedule 1 (if any).

[// GUIDANCE: Include Schedule 1 only if necessary to disclose adverse facts.]

5. COVENANTS & RESTRICTIONS

a. Compliance Covenant. Applicant covenants to comply in all material respects with the Act, all other applicable Iowa statutes, regulations, and local ordinances.
b. Name Reservation. Applicant shall not use any name in Iowa other than its exact legal name or duly adopted alternate name reflected in the Secretary of State’s records.
c. Good Standing. Applicant shall maintain its existence and good standing in its Domestic Jurisdiction.
d. Notice of Material Change. Applicant shall promptly amend this Application upon any change in the information required by Iowa Code §490.1503(4) or §489.802(4).

6. DEFAULT & REMEDIES

a. Failure to File Biennial Report, maintain a Registered Agent, or otherwise comply with the Act constitutes a default.
b. Upon default, the Secretary of State may administratively revoke Applicant’s Certificate of Authority pursuant to Iowa Code §490.1531 or §489.705.
c. Administrative revocation does not affect service of process with respect to causes of action arising during the period that Applicant was authorized to transact business in Iowa.
d. Applicant may seek reinstatement within the statutory period by curing all defaults and paying all applicable fees.

7. GOVERNING LAW & FORUM SELECTION

This Application, and any disputes or proceedings arising herefrom, shall be governed by and construed in accordance with the laws of the State of Iowa without regard to its conflict-of-laws principles. Exclusive jurisdiction and venue shall lie in the Iowa Business Specialty Court or, if jurisdiction is lacking, in the state courts located in Polk County, Iowa.

8. GENERAL PROVISIONS

8.1 Amendments. Applicant may amend this Application only by filing an Amended Application with the Secretary of State in accordance with the Act.

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

8.3 Entire Application. This document, together with all schedules and exhibits hereto, constitutes the entire Application for purposes of the Act.

8.4 Electronic Signatures. Pursuant to Iowa Code §554D.103 et seq., signatures and filings in electronic form shall be deemed originals.

9. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being a duly authorized [TITLE] of Applicant, executes this Application on behalf of Applicant and affirms under penalty of perjury that the facts stated herein are true.

Registered Agent Acceptance

The undersigned Registered Agent hereby consents to serve as Registered Agent in the State of Iowa for Applicant and affirms the accuracy of the registered office address provided herein.

[// GUIDANCE: Notarization is not required for Iowa foreign qualification filings, but add a notary block if the local filing practice or an internal policy so directs.]

EXHIBIT A

Certificate of Existence / Good Standing (attach)

SCHEDULE 1

Disclosure of Administrative or Tax Proceedings (if any)

[// GUIDANCE:
1. Verify current filing fees on the Iowa Secretary of State website before submission.
2. Confirm biennial report due year based on year of qualification.
3. Corporations with multiple share classes must attach share structure schedules.
4. LLCs electing professional status (PLLC) must include professional licensing certification attachments.
]