APPLICATION FOR AUTHORITY TO TRANSACT BUSINESS

IN THE COMMONWEALTH OF MASSACHUSETTS

(Foreign Qualification Application)

[// GUIDANCE: This template is designed for use by FOREIGN BUSINESS ENTITIES (corporations, LLCs, etc.) seeking a Certificate of Authority under Massachusetts law. It tracks the Massachusetts Business Corporation Act (M.G.L. ch. 156D § 15.03) for corporations and the Massachusetts Limited Liability Company Act (M.G.L. ch. 156C § 48) for LLCs. Select the correct statute in the placeholders below and delete the inapplicable sections before filing. The Commonwealth supplies short “fill-in” forms; this long-form template is intended for counsel who wish to embed robust representations, covenants, and risk-mitigation language in the public record or attach the filing to ancillary agreements (e.g., credit facilities).]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1.1 Title. Application for Authority (“Application”) submitted by [LEGAL NAME OF FOREIGN ENTITY], a [STATE/COUNTRY] [CORPORATION / LIMITED LIABILITY COMPANY / OTHER] (the “Applicant”), to the Secretary of the Commonwealth of Massachusetts (the “Secretary”) pursuant to [Mass. Gen. Laws ch. 156D, § 15.03 / Mass. Gen. Laws ch. 156C, § 48].

1.2 Effective Date. This Application shall become effective upon (a) the date and time of filing and acceptance by the Secretary or (b) [DELAYED EFFECTIVE DATE, IF ANY], whichever is later (the “Effective Date”).

1.3 Jurisdiction. The governing law for corporate matters addressed herein is the Commonwealth of Massachusetts.

1.4 Recitals.
A. Applicant was organized on [DATE OF FORMATION] under the laws of [HOME JURISDICTION] and is in good standing therein.
B. Applicant desires to transact business in the Commonwealth and seeks a Certificate of Authority to do so.
C. The board/managers of Applicant have duly authorized the submission of this Application.

II. DEFINITIONS

For purposes of this Application, the following capitalized terms have the meanings set forth below. Terms defined in the Massachusetts General Laws retain the same meanings herein unless otherwise specified.

“Applicant” – [LEGAL NAME OF FOREIGN ENTITY].
“Certificate of Authority” – The certificate issued by the Secretary evidencing Applicant’s authority to transact business in the Commonwealth.
“Commonwealth” – The Commonwealth of Massachusetts.
“Registered Agent” – The person or entity appointed under Section III.4 to receive service of process in the Commonwealth.
“Secretary” – The Secretary of the Commonwealth of Massachusetts.

[// GUIDANCE: Add or delete definitions to conform to the entity type and any attachments.]

III. OPERATIVE PROVISIONS

3.1 Application for Authority. Applicant hereby applies for and requests issuance of a Certificate of Authority pursuant to [M.G.L. ch. 156D § 15.03 / ch. 156C § 48].

3.2 Required Disclosures. Applicant provides the following information in accordance with the statute:

a. Exact Legal Name in Home Jurisdiction: [NAME]
b. Name to Be Used in Massachusetts (if different): [DBA/FICTITIOUS NAME]
c. Jurisdiction of Organization: [STATE / COUNTRY]
d. Date of Organization: [DATE]
e. Duration: [PERPETUAL / SPECIFY TERM]
f. Principal Office Address: [ADDRESS]
g. Street Address of Principal Office in Massachusetts (if any): [ADDRESS OR “N/A”]
h. Business Purpose to Be Conducted in the Commonwealth: [BRIEF PURPOSE]
i. Authorized Shares / Membership Interests (if a corporation, list classes, series, and par value; if an LLC, state that membership interests are unlimited unless otherwise provided): [DETAILS]

3.3 Service of Process. Service of legal process on the Applicant shall be made in accordance with [M.G.L. ch. 156D § 15.10 / ch. 156C § 63] or any successor statute.

3.4 Registered Agent and Registered Office.
a. Registered Agent: [NAME]
b. Registered Office (street address in Massachusetts, not a P.O. Box): [ADDRESS]
[// GUIDANCE: The Registered Agent must consent in writing; attach separate Consent of Agent as required by state practice.]

3.5 Consideration. Applicant shall pay all statutorily required filing fees and agrees to pay all subsequent fees and penalties associated with maintaining its authority.

3.6 Conditions Precedent. This Application is conditioned upon acceptance and filing by the Secretary.

IV. REPRESENTATIONS & WARRANTIES

Applicant represents and warrants to the Secretary and the Commonwealth that, as of the Effective Date:

4.1 Good Standing. Applicant is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.

4.2 Corporate Power and Authority. Applicant possesses full power and authority to file this Application and to conduct the business it proposes to carry on within the Commonwealth. All necessary actions (including board or member approvals) have been taken.

4.3 Accurate Information. All statements contained herein and in any certificate or document delivered in connection herewith are true, complete, and correct in all material respects.

4.4 No Conflict. The filing and performance of this Application do not and will not conflict with (a) Applicant’s organizational documents, (b) any material agreement binding upon Applicant, or (c) any law or court order applicable to Applicant.

4.5 Litigation. No action, suit, or proceeding is pending or, to Applicant’s knowledge, threatened that would affect its qualification to do business in the Commonwealth or its ability to perform its obligations hereunder.

4.6 Compliance With Home State Law. Applicant has complied with all filing, reporting, and tax obligations in its home jurisdiction.

4.7 Survival. The representations and warranties in this Section IV shall survive the Effective Date for so long as Applicant is authorized to transact business in the Commonwealth.

V. COVENANTS & RESTRICTIONS

5.1 Ongoing Compliance. Applicant shall:
a. Maintain a registered agent and registered office in the Commonwealth at all times.
b. File an annual report with the Secretary on or before March 15 of each year (corporations) or the anniversary month of formation (LLCs), and pay the prescribed fee.
c. Pay all taxes, fees, and penalties imposed by the Commonwealth when due.
d. Provide the Secretary with prompt written notice of any change in its organizational name, principal office address, registered agent, or registered office.

5.2 Qualification of Name. If the Applicant’s name is not available in Massachusetts, Applicant covenants to adopt and use a fictitious name that complies with M.G.L. ch. 156D § 15.06 or M.G.L. ch. 156C § 49 and to file the requisite certificate of fictitious name.

5.3 Statutory Amendments. Applicant shall comply with any future amendments to Massachusetts corporate statutes that apply to foreign entities, including any accelerated reporting or disclosure obligations.

5.4 Books and Records. Applicant shall keep and maintain at its principal office (or electronically retrievable therefrom) such books, records, and minutes as the statutes require and shall make them available for inspection by the Secretary upon lawful request.

5.5 Notice and Cure. Applicant shall cure any statutory default within the cure period specified in a written notice from the Secretary.

VI. DEFAULT & REMEDIES

6.1 Events of Default. Each of the following constitutes an “Event of Default”:
a. Failure to file an annual report or pay the related fee within the statutory grace period.
b. Failure to maintain a registered agent or office for 60 consecutive days.
c. Material misstatement or omission in this Application or any subsequent filing.
d. Revocation or suspension of charter in Applicant’s home jurisdiction.

6.2 Administrative Remedies. Upon the occurrence of an Event of Default and failure to cure within 90 days after notice, the Secretary may administratively revoke Applicant’s Certificate of Authority pursuant to [M.G.L. ch. 156D §§ 15.30–15.33 / ch. 156C § 65].

6.3 Reinstatement. Applicant may seek reinstatement within the applicable statutory period by curing the default and paying all outstanding fees and penalties.

6.4 Attorney Fees and Costs. If the Commonwealth initiates judicial proceedings to collect unpaid fees or enforce compliance, Applicant shall be liable for reasonable attorney fees and costs as permitted by law.

VII. RISK ALLOCATION

[// GUIDANCE: Indemnification and limitation of liability are generally unnecessary for a public filing but may be included if this document is being attached to a private agreement.]

7.1 No Liability of Commonwealth. The Commonwealth and the Secretary shall incur no liability for accepting or filing this Application, and Applicant waives all claims arising from any delay or rejection except to the extent mandated by statute.

7.2 Force Majeure. Neither the Commonwealth nor the Secretary shall be liable for failure to process this Application due to force majeure events, including but not limited to natural disasters, war, or system outages.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Application and any disputes arising herefrom shall be governed by the laws of the Commonwealth of Massachusetts, without regard to conflicts-of-law principles.

8.2 Forum Selection. Any action to challenge, interpret, or enforce the Secretary’s actions with respect to this Application shall be brought exclusively in the Business Litigation Session of the Suffolk Superior Court or any successor court having like jurisdiction.

[// GUIDANCE: Arbitration, jury waiver, and private injunctive relief are not applicable to this public filing and therefore omitted.]

IX. GENERAL PROVISIONS

9.1 Amendments. Applicant may amend this Application by filing a Certificate of Amendment with the Secretary in the form and with the fee prescribed by statute.

9.2 Withdrawal. Applicant may voluntarily withdraw from the Commonwealth by filing a Certificate of Withdrawal (corporations) or Certificate of Cancellation (LLCs) pursuant to [M.G.L. ch. 156D § 15.20 / ch. 156C § 60], paying all outstanding fees and providing proof of clearance from the Massachusetts Department of Revenue.

9.3 Assignment. Applicant may not assign its Certificate of Authority; any merger or conversion into another entity shall be effected in compliance with Massachusetts law and require appropriate filings.

9.4 Severability. If any provision of this Application is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.5 Entire Filing. This Application, together with any attachments or schedules, constitutes the entire submission required for qualification under Massachusetts law.

9.6 Counterparts; Electronic Signatures. This Application may be executed in counterparts and delivered by electronic means to the extent permitted by the Secretary’s filing system, each of which shall be deemed an original.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being duly authorized, has executed this Application on the date set forth below and affirms under the penalties of perjury that the foregoing statements are true and correct.

[CORPORATE SEAL, IF ANY]

CONSENT OF REGISTERED AGENT
I, [NAME OF AGENT], hereby consent to serve as the Registered Agent in the Commonwealth of Massachusetts for [LEGAL NAME OF FOREIGN ENTITY] and to accept service of process on behalf of said entity.

Notarization (if required)
Commonwealth of Massachusetts
County of _____

Subscribed and sworn to before me this _ day of __, 20____.

Notary Public: ____
My Commission Expires: ____

[// GUIDANCE: 1) Verify current filing fees on the Secretary’s website before submission. 2) Attach a Certificate of Good Standing from the home jurisdiction dated within 90 days. 3) For professional corporations, additional licensing board approvals may be required. 4) Delete instructional comments and inapplicable bracketed options prior to filing.]