Foreign Qualification Application

FOREIGN QUALIFICATION APPLICATION

Application for Certificate of Authority to Transact Business in Louisiana

(Louisiana Business Corporation Act – La. Rev. Stat. Title 12, Chapter 1)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions (Application Information & Instructions)
4. Representations & Warranties
5. Covenants & Ongoing Obligations
6. Default, Withdrawal & Remedies
7. General Provisions
8. Execution Block
9. Appendix A – Required Attachments
10. Appendix B – State Filing Guidelines

1. DOCUMENT HEADER

1.1 Title. Application for Certificate of Authority to Transact Business in the State of Louisiana.

1.2 Parties.
• Applicant: [LEGAL NAME OF FOREIGN CORPORATION] (“Corporation”)
• Filing Recipient: Louisiana Secretary of State, Commercial Division (“Secretary of State”).

1.3 Effective Date. The Certificate of Authority shall become effective on the later of (a) the date and time of filing endorsed by the Secretary of State or (b) [DELAYED EFFECTIVE DATE, if any, not to exceed 30 days after filing].

1.4 Governing Law & Venue. This Application and all matters arising hereunder are governed by the Louisiana Business Corporation Act (“LBCA”). Exclusive venue for any dispute concerning the filing, effectiveness, or withdrawal of this Certificate shall be the Business Court of [PARISH NAME], Louisiana. Arbitration, jury waiver, injunctive relief, indemnification, and liability caps are intentionally omitted per client instructions.

2. DEFINITIONS

For purposes of this Application, capitalized terms have the meanings set forth below. Terms not defined herein have the meanings assigned by the LBCA.

“Certificate” – The Certificate of Authority issued by the Secretary of State upon acceptance of this Application.
“Corporation” – The foreign corporation identified in Section 3.1.
“Home Jurisdiction” – The state or foreign country in which the Corporation is incorporated, identified in Section 3.2.
“Louisiana Registered Agent” – The individual or entity appointed under Section 3.7 to receive service of process in Louisiana.
“Principal Place of Business” – The street address of the Corporation’s chief executive office as provided in Section 3.5.

3. OPERATIVE PROVISIONS – APPLICATION INFORMATION & INSTRUCTIONS

3.1 Exact Corporate Name in Home Jurisdiction
[CORPORATION_NAME]

3.2 Jurisdiction & Date of Incorporation
State/Country: [STATE_OR_COUNTRY_OF_INCORPORATION]
Date: [DATE_OF_INCORPORATION]
Duration: [PERPETUAL | EXPIRATION_DATE]

3.3 Alternate Name in Louisiana (if the exact corporate name is unavailable or non-compliant)
[ALTERNATE_NAME] — attach Board resolution approving use of alternate name.

3.4 Purpose for Transacting Business in Louisiana
[PRIMARY_BUSINESS_PURPOSE] (must be within the Corporation’s chartered powers).

3.5 Principal Place of Business
Street Address: [PRINCIPAL_ADDRESS_LINE1]
City/State/ZIP/Country: [PRINCIPAL_CITY_STATE_ZIP_COUNTRY]

3.6 Principal Office Address in Louisiana (if any)
[LOUISIANA_OFFICE_ADDRESS] (optional unless required by industry regulation).

3.7 Louisiana Registered Office & Agent
Registered Office Street Address (no P.O. Box): [REGISTERED_OFFICE_ADDRESS]
Parish: [PARISH_NAME]
Registered Agent Name: [REGISTERED_AGENT_FULL_NAME / ENTITY]
Registered Agent Consent: [___] attached written consent OR ☐ consent endorsed by signature in Section 8.

3.8 Directors and Officers
List names and business addresses of all directors and principal officers.
• Director: [NAME] – [ADDRESS]
• President/CEO: [NAME] – [ADDRESS]
• Secretary: [NAME] – [ADDRESS]
(Add rows as needed.)

3.9 Authorized Shares (stock corporations only)
Total authorized shares: [NUMBER]
Par value (if any): [PAR_VALUE]
Share classes/series: [DETAILS OR “N/A”].

3.10 Taxpayer Identification
Federal EIN: [FEIN] (recommended but not required for filing).

3.11 Certificate of Existence/Good Standing

3.12 Optional Delayed Effective Date
[DELAYED_EFFECTIVE_DATE] (leave blank if none).

4. REPRESENTATIONS & WARRANTIES

The Corporation represents and warrants to the Secretary of State that:

4.1 It is a corporation duly incorporated, validly existing, and in good standing under the laws of its Home Jurisdiction as evidenced by the Certificate of Existence attached in Appendix A.

4.2 All information set forth in this Application, including all appendices and attachments, is true, correct, and complete as of the date of signing.

4.3 The Corporation is authorized under its charter and the laws of its Home Jurisdiction to pursue the business purpose stated in Section 3.4 and to apply for authority in Louisiana.

4.4 The person signing this Application possesses requisite corporate authority to bind the Corporation.

Survival. The representations and warranties in this Section survive the issuance of the Certificate and continue in effect until the Corporation withdraws or the Certificate is revoked.

5. COVENANTS & ONGOING OBLIGATIONS

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

5.1 Annual Reports. It will file an Annual Report with the Secretary of State on or before the anniversary date of this Certificate and pay the prescribed fee.

5.2 Registered Agent. It will continuously maintain a Registered Office and Registered Agent in Louisiana and will file a statement of change within 30 days of any change thereto.

5.3 Tax Compliance. It will timely file all required Louisiana income, franchise, and sales/use tax returns and pay all amounts due.

5.4 Corporate Amendments. It will file an Amended Certificate of Authority within 30 days after any change to its name, duration, or jurisdiction of incorporation, or any merger, conversion, or domestication affecting the Corporation’s existence.

5.5 Service of Process. It will accept service through the Louisiana Registered Agent or, if the agent’s authority is terminated or service cannot be made, through the Secretary of State as statutory agent.

5.6 Record-Keeping. It will keep correct and complete books and records at either its Principal Place of Business or a Louisiana office and make them available for inspection as required by the LBCA.

6. DEFAULT, WITHDRAWAL & REMEDIES

6.1 Events of Default. The following constitute defaults:
a. Failure to file required Annual Reports for three consecutive years.
b. Failure to maintain a Registered Agent for 60 days.
c. Non-payment of assessed taxes or fees.
d. Material misstatement in this Application or any amendment.

6.2 Consequences. Upon default, the Secretary of State may administratively revoke the Certificate after statutory notice. The Corporation will remain subject to service of process and liability for acts undertaken while authorized.

6.3 Voluntary Withdrawal. The Corporation may withdraw its authority by filing a “Certificate of Withdrawal” that includes:
• A statement that the Corporation is not transacting business in Louisiana;
• Revocation of Registered Agent authority;
• A forwarding address for service of process; and
• A Louisiana Department of Revenue tax clearance certificate.

6.4 Effect of Withdrawal. Withdrawal terminates the authority to transact business but does not release the Corporation from liabilities incurred in Louisiana before the withdrawal became effective.

7. GENERAL PROVISIONS

7.1 Amendments. Any amendment to this Application must be executed with the same formalities as the original and filed with the Secretary of State.

7.2 Severability. If any provision of this Application is held invalid under Louisiana law, the remaining provisions will remain in full force.

7.3 Counterparts & Electronic Filing. This Application may be executed in counterparts, all of which together constitute one instrument. Electronic signatures and the Secretary of State’s online filing system are acceptable pursuant to La. Rev. Stat. §§ 9:2601-2620 (Louisiana Uniform Electronic Transactions Act).

7.4 Integration. This document, together with all required attachments, constitutes the entire Application.

8. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being duly authorized, executes this Application on behalf of the Corporation.

Registered Agent Consent (if not attached separately)

I, the undersigned, hereby consent to serve as Registered Agent for the above-named Corporation in the State of Louisiana.

9. APPENDIX A – REQUIRED ATTACHMENTS

A-1. Certificate of Existence/Good Standing from Home Jurisdiction (dated within 90 days).
A-2. Written Consent of Louisiana Registered Agent (if not executed in Section 8).
A-3. Board Resolution approving (i) application in Louisiana and (ii) any alternate name.
A-4. Corporate Amendment approving delayed effective date (if applicable).
A-5. Any industry-specific approvals or licenses (e.g., banking, insurance).

10. APPENDIX B – STATE FILING GUIDELINES

1. Filing Method: Online (geauxBiz.sos.la.gov), mail, or in-person.

2. Filing Fee:
   • Profit Corporation – $150.00
   • Non-Profit Corporation – $75.00

3. Processing Time: 24-48 hours online; 3-5 business days mail.

4. Expedited Processing: Additional $30.00 for 24-hour service; $50.00 for 2-hour service.
5. Certified Copies & Good Standing Certificates may be ordered concurrently.
6. Post-Filing: Download stamped Certificate of Authority; calendar Annual Report due date.

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