APPLICATION FOR CERTIFICATE OF AUTHORITY

(Foreign Business Corporation – Michigan)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Application & Qualification Requirements
4. Representations & Warranties
5. Covenants & Ongoing Obligations
6. Withdrawal Procedures
7. General Provisions
8. Execution Block

1. DOCUMENT HEADER

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

1.2 Applicant.
[LEGAL NAME OF FOREIGN CORPORATION], a corporation organized under the laws of [STATE/COUNTRY OF INCORPORATION] (“Corporation”).

1.3 Filing Recipient.
Michigan Department of Licensing and Regulatory Affairs, Corporations Division (“LARA‐CSCL”).

1.4 Effective Date.
This Application shall become effective on the date endorsed “FILED” by LARA‐CSCL or, if a delayed effective date is specified, on [DELAYED EFFECTIVE DATE], not to exceed 90 days after filing.

2. DEFINITIONS

For purposes of this Application:

“Act” means the Michigan Business Corporation Act, MCL 450.2001 et seq., as amended.
“Certificate of Authority” means the certificate issued by LARA‐CSCL evidencing the Corporation’s authority to transact business in Michigan.
“Corporation” has the meaning provided in Section 1.2.
“Foreign Jurisdiction” means the state or country in which the Corporation is incorporated.
“Registered Office” means the street address in Michigan of the Corporation’s registered agent, as designated in Section 3.8.

3. APPLICATION & QUALIFICATION REQUIREMENTS

3.1 Legal Name.
a. Exact corporate name in Foreign Jurisdiction: [EXACT NAME].
b. If that name is unavailable in Michigan, the Corporation shall use the assumed name “[ASSUMED NAME]” in Michigan.

3.2 Home Jurisdiction Information.
a. State/Country of Incorporation: [FOREIGN JURISDICTION].
b. Date of Incorporation: [MM/DD/YYYY].
c. Period of Duration: [PERPETUAL / EXPIRATION DATE].

3.3 Purpose.
The purpose for which the Corporation is organized and for which it seeks to transact business in Michigan is: [GENERAL PURPOSE STATEMENT (e.g., “to engage in any lawful act for which corporations may be organized in the State of Michigan”)].

3.4 Capital Structure.
a. Authorized Shares: [NUMBER] shares of [CLASS] stock.
b. Issued Shares: [NUMBER] shares issued and outstanding.

3.5 Principal Office.
Street Address: [ADDRESS, CITY, STATE, ZIP, COUNTRY].

3.6 Officers and Directors.
Provide names and business addresses of the Corporation’s current officers and directors in Exhibit A attached hereto.

3.7 Certificate of Good Standing/Existence.
A Certificate of Good Standing (or equivalent) dated within 30 days of thedate of this Application, issued by the Secretary of State (or equivalent authority) of the Foreign Jurisdiction, is attached as Exhibit B.

3.8 Registered Office and Agent in Michigan.
a. Registered Agent Name: [FULL LEGAL NAME].
b. Registered Office Street Address (no P.O. Box): [STREET, CITY, MI ZIP].
c. Mailing Address (if different): [STREET / P.O. BOX, CITY, STATE ZIP].

3.9 Delayed Effective Date (optional).
If the Corporation desires a delayed effective date, specify here: [DATE] (must be ≤ 90 days after the date of filing).

3.10 Qualification Fee.
The Corporation has tendered all prescribed filing and initial franchise fees contemporaneously with this Application.

4. REPRESENTATIONS & WARRANTIES

The Corporation hereby represents and warrants to LARA‐CSCL that:

4.1 Corporate Power & Authority.
The Corporation is duly incorporated, validly existing, and in good standing under the laws of the Foreign Jurisdiction, and has full corporate power and authority to transact business in Michigan.

4.2 Accuracy of Information.
All statements contained in this Application, and in any exhibits hereto, are true, correct, and complete as of the date of execution.

4.3 No Disqualifying Suspension.
The Corporation is not suspended, revoked, or otherwise barred from doing business in any jurisdiction for noncompliance with corporate, tax, or regulatory obligations.

4.4 Compliance with Act.
Upon issuance of the Certificate of Authority, the Corporation will comply with all provisions of the Act applicable to foreign corporations authorized to transact business in Michigan.

5. COVENANTS & ONGOING OBLIGATIONS

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

5.1 Registered Office & Agent.
It will continuously maintain a Registered Office and Registered Agent in Michigan and will file a Statement of Change within 30 days of any change thereto.

5.2 Annual Report.
It will file an annual report (Form CSCL/CD‐2000) with LARA‐CSCL on or before May 15 of each year and pay all associated fees.

5.3 Franchise & Other Taxes.
It will timely pay all Michigan franchise taxes, fees, and assessments and will comply with all Michigan Department of Treasury filing requirements.

5.4 Service of Process.
It acknowledges that service upon its Registered Agent constitutes service upon the Corporation for all actions or proceedings arising in Michigan.

5.5 Good Standing.
It will, at all times, maintain its good standing in both Michigan and the Foreign Jurisdiction.

5.6 Amendments.
It will promptly file an Amended Certificate of Authority if any of the information in Section 3 changes in a manner that requires amendment under the Act.

6. WITHDRAWAL PROCEDURES

6.1 Voluntary Withdrawal.
The Corporation may voluntarily withdraw its authority to transact business in Michigan by filing an Application for Certificate of Withdrawal with LARA‐CSCL pursuant to the Act and paying all outstanding fees and taxes.

6.2 Effect of Withdrawal.
Upon the effective date of withdrawal, the authority of the Registered Agent to accept service of process terminates except as to causes of action arising before the effective date.

6.3 Post‐Withdrawal Obligations.
Withdrawal does not relieve the Corporation of any obligation or liability incurred in Michigan prior to the effective date of withdrawal.

7. GENERAL PROVISIONS

7.1 Governing Law.
This Application and all rights and obligations arising hereunder shall be governed by and construed in accordance with the laws of the State of Michigan.

7.2 Forum Selection.
Any proceeding relating to the interpretation or enforcement of the Act or this Application shall be brought exclusively in the [NAME OF COUNTY] County Business Court (or its successor).

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

7.4 Entire Application.
This document, together with all exhibits, constitutes the entire application and supersedes any prior understandings with respect to the subject matter herein.

8. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned officer, duly authorized, executes this Application on behalf of the Corporation and affirms under penalties of perjury that the facts stated herein are true.

[LEGAL NAME OF FOREIGN CORPORATION]

By: _________________________________
Name: [PRINTED NAME]
Title: [AUTHORIZED CORPORATE OFFICER TITLE]
Date: ___________________, 20___

ACKNOWLEDGMENT / NOTARY (if required by home jurisdiction)

Exhibit A – Officers & Directors

Exhibit B – Certificate of Good Standing

[Attach certificate issued within 30 days of filing date.]