APPLICATION FOR CERTIFICATE OF AUTHORITY

To Transact Business in the State of Indiana

(Foreign [CORPORATION / LIMITED LIABILITY COMPANY / OTHER])

[// GUIDANCE: This template is designed for use by any foreign business entity (corporation, LLC, limited partnership, etc.) seeking authority to transact business in Indiana under Indiana state corporate law. Customize all bracketed items and delete inapplicable provisions before filing. Attach all required supporting documentation (e.g., Certificate of Existence) and the Indiana Secretary of State’s prescribed filing fee.]*

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation (Reserved – Not Applicable)
VIII. Dispute Resolution (Administrative)
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1.1 Document Title. Application for Certificate of Authority to Transact Business in Indiana.

1.2 Applicant. [LEGAL NAME OF FOREIGN ENTITY], a [jurisdiction of formation] [entity type] (the “Applicant”).

1.3 Filing Office. Indiana Secretary of State, Business Services Division (the “Secretary”).

1.4 Effective Date. This Application becomes effective on the date and at the time the Secretary files the document (“Effective Date”).

1.5 Purpose. Applicant seeks authorization to transact business in Indiana pursuant to applicable Indiana business-entity statutes (collectively, the “Act”).

II. DEFINITIONS

The following terms, when capitalized, have the meanings set forth below. Terms used but not defined herein have the meanings given in the Act.

“Act” – Indiana statutes governing the foreign qualification of the Applicant’s entity type, including related administrative regulations, as amended.

“Applicant” – The foreign entity identified in Section 1.2.

“Application” – This Application for Certificate of Authority, including all exhibits and attachments.

“Registered Agent” – The individual or entity appointed in Section 3.6 to receive service of process in Indiana.

“Secretary” – The Indiana Secretary of State, Business Services Division.

III. OPERATIVE PROVISIONS

3.1 Legal Name. Applicant’s true legal name is [LEGAL NAME] (the “Name”).

3.2 Alternate Name in Indiana.
(a) If the Name is unavailable in Indiana, Applicant will transact business under the alternate name [ASSUMED NAME] (the “Alternate Name”) upon filing a Certificate of Assumed Business Name with the Secretary.
(b) Applicant agrees that the Alternate Name will be used exclusively in Indiana until the Name becomes available or Applicant changes its name.

3.3 Jurisdiction & Date of Formation. Applicant was formed on [DATE] under the laws of [HOME STATE / COUNTRY].

3.4 Period of Duration. ☐ Perpetual  ☐ Expires on [DATE].

3.5 Principal Office. [STREET ADDRESS, CITY, STATE, ZIP, COUNTRY].

3.6 Registered Agent & Registered Office in Indiana.
(a) Registered Agent Name: [INDIVIDUAL OR ENTITY].
(b) Registered Office Street Address (no P.O. Box): [STREET, CITY, IN ZIP] (the “Registered Office”).
(c) The Registered Agent has consented in writing to this appointment.

3.7 Type of Business to Be Transacted in Indiana. [BRIEF DESCRIPTION OF BUSINESS ACTIVITIES].

3.8 Officers / Governing Persons.
[// GUIDANCE: List the titles and names of the individuals in charge of the entity (e.g., president & secretary for corporations; managers or members for LLCs). Attach a separate schedule if additional space is required.]
• [NAME], [TITLE], [ADDRESS]
• [NAME], [TITLE], [ADDRESS]

3.9 Additional Statutory Information.
(a) Stock Info (Corporations Only).
(i) Authorized Shares: [NUMBER] Class: [CLASS] Par Value: US$[VALUE].
(ii) Issued Shares: [NUMBER].
(b) Professional Services Statement (Professional Entities Only).
The Applicant is a professional entity and all shareholders, partners, members, managers, directors, and officers are duly licensed or otherwise legally authorized to render the professional services stated herein.

3.10 Attachments.
(a) A Certificate of Existence (or equivalent) from the jurisdiction of formation, dated within sixty (60) days of the filing date, is attached as Exhibit A.
(b) A written consent of the Registered Agent is attached as Exhibit B (if not included on the Secretary’s form).
(c) Any required Name Consent or Assumed Name filing is attached as Exhibit C.

3.11 Filing Fee. Applicant encloses the statutory filing fee of [AMOUNT].

IV. REPRESENTATIONS & WARRANTIES

4.1 Good Standing. Applicant is in existence and good standing (or the substantive equivalent) under the laws of its jurisdiction of formation.

4.2 Accuracy. The information contained in this Application is true, correct, and complete as of the date signed below.

4.3 Authority. The individual signing this Application has full authority to execute and file it on behalf of Applicant.

4.4 Compliance. Applicant is not disqualified from doing business in Indiana for failure to pay taxes, penalties, or other debts owed to the State of Indiana.

4.5 No Conflict. The filing of this Application and the conduct of Applicant’s stated business in Indiana will not violate the charter documents of Applicant or the laws of any jurisdiction to which Applicant is subject.

4.6 Survival. The representations and warranties in this Article IV survive the Effective Date and remain in effect until Applicant withdraws from Indiana.

V. COVENANTS & RESTRICTIONS

5.1 Ongoing Obligations. Applicant covenants that, for so long as it is authorized to transact business in Indiana, it will:
(a) Continuously maintain a Registered Agent and Registered Office in Indiana.
(b) File all required biennial reports and pay all associated fees on or before the due dates prescribed by the Act.
(c) Maintain its existence and good standing in its jurisdiction of formation.
(d) Promptly file an amendment to this Application with the Secretary upon any change to:
(i) the Name or Alternate Name;
(ii) the jurisdiction of formation;
(iii) its period of duration;
(iv) the principal office; or
(v) the Registered Agent or Registered Office.

5.2 Tax Compliance. Applicant will make timely filings and payments of all Indiana state and local taxes applicable to its business activities.

5.3 Withdrawal. Applicant may voluntarily withdraw from Indiana by filing a Certificate of Withdrawal with the Secretary and satisfying all statutory prerequisites, including payment of any final taxes, fees, or penalties.

5.4 Administrative Revocation Restriction. Applicant acknowledges that failure to comply with the Act may result in administrative revocation of its authority by the Secretary.

VI. DEFAULT & 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 as required by the Act.
(b) Failure to file a required biennial report within sixty (60) days after its due date.
(c) Failure to pay any filing fee, tax, or penalty when due.
(d) Failure to maintain good standing in Applicant’s jurisdiction of formation.

6.2 Notice & Administrative Cure. Upon an Event of Default, the Secretary may issue written notice specifying the default. Unless the Act provides a shorter cure period, Applicant will have sixty (60) days to cure.

6.3 Graduated Remedies. If Applicant fails to cure within the stated period, the Secretary may:
(a) Impose statutory monetary penalties;
(b) Administratively revoke Applicant’s authority to transact business in Indiana; and/or
(c) Publish notice of revocation as provided by the Act.

6.4 Reinstatement. An entity whose authority has been revoked may apply for reinstatement in accordance with the Act upon:
(a) Curing all defaults;
(b) Paying all accrued fees and penalties; and
(c) Filing an application for reinstatement within the statutory reinstatement period.

VII. RISK ALLOCATION

[// GUIDANCE: No indemnification or liability limitations are required for this administrative filing. Section intentionally omitted to maintain numbering.]

(Reserved – Not Applicable)

VIII. DISPUTE RESOLUTION (Administrative)

8.1 Governing Law. This Application and all matters arising hereunder are governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict-of-laws rules.

8.2 Forum Selection. Applicant consents to the exclusive jurisdiction of the Indiana state courts, including the Indiana Commercial Court Docket, for any action relating to its authority to transact business in Indiana.

8.3 Alternative Dispute Resolution. Arbitration is not applicable to administrative filings with the Secretary.

IX. GENERAL PROVISIONS

9.1 Amendments. Applicant may amend this Application only by filing an Application for Amended Certificate of Authority with the Secretary and paying the prescribed fee.

9.2 Severability. If any provision of this Application is determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions remain in full force and effect.

9.3 Integration; Reliance. This Application, together with its attachments, constitutes the entire submission to the Secretary with respect to the matters stated herein. No oral statements or prior writings modify this Application.

9.4 Electronic Filing & Signatures. Applicant authorizes the Secretary to accept facsimile, PDF, or other electronic reproductions of this Application and signatures hereto. Electronic signatures conforming to the Indiana Uniform Electronic Transactions Act are deemed original.

9.5 Successors & Assigns. All obligations of Applicant hereunder bind its successors and assigns.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being duly authorized, executes this Application on [DATE].

[SEAL, if applicable]

STATE/COUNTRY OF __
) ss:
COUNTY OF ___

Subscribed and sworn (or affirmed) before me this ___ day of _, 20, by ________, the above-signed authorized representative of the Applicant.

Notary Public Signature

Printed Name: ___
Commission No.: ___
My Commission Expires: ___

OPTIONAL ATTACHMENT CHECKLIST

☐ Exhibit A – Certificate of Existence (Home Jurisdiction)
☐ Exhibit B – Registered Agent Consent (if separate)
☐ Exhibit C – Name Consent / Certificate of Assumed Business Name
☐ Schedule 1 – Additional Officers / Governing Persons
☐ Schedule 2 – Additional Stock Information (if required)

[// GUIDANCE: Verify the Indiana Secretary of State’s current statutory filing fee, accepted payment methods, and any additional electronic filing requirements prior to submission. Maintain copies of the filed Application and stamped acknowledgment for the entity’s records. Retain docket reminders for biennial report deadlines to avoid administrative revocation.]