Foreign Qualification Application

APPLICATION FOR CERTIFICATE OF AUTHORITY
TO TRANSACT BUSINESS IN THE STATE OF MINNESOTA
(“Foreign Qualification Application”)

TABLE OF CONTENTS
I. Document Header
II. Definitions
III. Operative Provisions (Application Data)
IV. Representations & Warranties
V. Covenants & Ongoing Obligations
VI. Withdrawal & Termination
VII. General Provisions
VIII. Execution Block

I. DOCUMENT HEADER

1. Title & Parties
   1.1 Title: Application for Certificate of Authority (“Application”).
   1.2 Applicant: [FOREIGN ENTITY NAME], a [corporation / limited liability company / limited partnership / other] formed under the laws of [HOME JURISDICTION] (“Applicant”).
   1.3 Filing Recipient: Office of the Minnesota Secretary of State (the “Secretary”).

2. Recitals
   A. Applicant is duly organized, validly existing, and in good standing under the laws of its Home Jurisdiction.
   B. Applicant desires to transact business in Minnesota in compliance with Minnesota law.
   C. Applicant therefore submits this Application pursuant to the Minnesota Business Corporation Act, Minnesota Revised Uniform Limited Liability Company Act, Minnesota statutes governing foreign entities, and all related regulations (collectively, the “Statute”).

3. Effective Date & Jurisdiction
   3.1 Effective Date: The later of (a) the date accepted and filed by the Secretary or (b) [DELAYED EFFECTIVE DATE, if any].
   3.2 Governing Law: This Application is governed by Minnesota law.

II. DEFINITIONS
For purposes of this Application, the following terms have the meanings set out below. Capitalized terms used but not defined herein have the meanings ascribed to them in the Statute.

“Annual Renewal” – The annual filing required to maintain authority to transact business in Minnesota.
“Applicant” – The foreign entity identified in Section 1.2.
“Authority” – The Certificate of Authority issued by the Secretary upon acceptance of this Application.
“Home Jurisdiction” – The state or country under whose laws Applicant was formed.
“Registered Agent” – The individual or entity appointed under Section 3.3.
“Registered Office” – The Minnesota street address for service of process under Section 3.3.
“Secretary” – The Minnesota Secretary of State.
“Statute” – See Recital C.

III. OPERATIVE PROVISIONS (APPLICATION DATA)

4. Legal Name & Alternate Name
   4.1 Legal Name: [LEGAL NAME EXACTLY AS IN ARTICLES OF ORGANIZATION/INCORPORATION].
   4.2 Alternate Name: If the Legal Name is unavailable in Minnesota, Applicant will transact business under the assumed name “[ALTERNATE NAME]” and has filed or will file an Assumed Name Certificate.

5. Formation & Duration
   5.1 Formation Date: [MM/DD/YYYY].
   5.2 Duration: [PERPETUAL / SPECIFIED TERM expiring MM/DD/YYYY].

6. Type & Purpose of Entity
   6.1 Entity Type: [CORPORATION / LLC / LP / ETC.].
   6.2 Business Purpose: Applicant is authorized under Home Jurisdiction law to engage in [GENERAL PURPOSE or SPECIFIC PURPOSE].

7. Principal Office
   7.1 Street Address: [NUMBER, STREET, CITY, STATE/PROVINCE, COUNTRY, ZIP/POSTAL].

8. Minnesota Registered Office & Agent
   8.1 Registered Office Street Address (no P.O. Box): [NUMBER, STREET, CITY, MN, ZIP].
   8.2 Registered Agent Name: [INDIVIDUAL / COMPANY].
   8.3 Consent: Registered Agent has consented to appointment and to accept service of process on behalf of Applicant.

9. Capital Structure / Management
   9.1 Corporations – Authorized Shares
   (a) Total Authorized: [NUMBER] shares.
   (b) Par Value (if any): [PAR VALUE].
   (c) Class & Series Information: [DETAILS].

9.2 LLCs – Management Structure
(a) Member-Managed / Manager-Managed: [SELECT ONE].
(b) Managers or Members With Authority: [NAMES & ADDRESSES].

9.3 LPs – General Partners
List names and business addresses of each general partner: [LIST].

10. Certificate of Existence / Good Standing
    Applicant attaches an original or certified copy of a certificate of existence (or equivalent) dated within 90 days of this Application.

11. Prior Business in Minnesota
    11.1 [YES / NO] – Applicant has transacted business in Minnesota prior to filing this Application.
    11.2 If “YES,” attach statement of (a) type of activities, (b) beginning date, and (c) confirmation that all back fees, taxes, interest, and penalties have been paid or arrangements made with the Minnesota Department of Revenue.

IV. REPRESENTATIONS & WARRANTIES

12. Authority & Capacity
    (a) Applicant is duly organized, validly existing, and in good standing under the laws of its Home Jurisdiction.
    (b) Applicant has obtained all requisite approvals from its owners, directors, managers, or partners to file this Application and to appoint the Registered Agent.

13. Compliance
    (a) The information provided in this Application, including attachments, is true, correct, and complete.
    (b) Applicant is not barred by its Home Jurisdiction from applying for or maintaining authority in Minnesota.

14. No Conflict
    The execution and filing of this Application does not conflict with Applicant’s governing documents or any material agreement to which Applicant is a party.

15. Survival
    The representations and warranties in this Article IV survive issuance of the Authority.

V. COVENANTS & ONGOING OBLIGATIONS

16. Annual Renewal Filing
    Applicant shall file an Annual Renewal with the Secretary on or before December 31 of each calendar year, or as otherwise required by the Statute, and shall pay all required fees.

17. Registered Office / Agent Maintenance
    Applicant shall continuously maintain a Registered Office and Registered Agent in Minnesota.
    17.1 Changes. Applicant shall file a statement of change within the statutory period after any change to its Registered Office or Registered Agent.

18. Reporting & Record-Keeping
    Applicant shall promptly amend this Application to reflect any change in (a) entity name, (b) principal office address, (c) business purpose, or (d) capital structure (if a corporation), in accordance with the Statute.

19. Taxes & Licenses
    Applicant shall remain current on all taxes, fees, and assessments imposed by the State of Minnesota and shall obtain all other licenses and permits required to lawfully conduct its business.

VI. WITHDRAWAL & TERMINATION

20. Voluntary Withdrawal
    Applicant may terminate its authority by filing a Certificate of Withdrawal (or the then-required form) with the Secretary, accompanied by:
    (a) a statement that Applicant is not transacting business in Minnesota;
    (b) evidence of payment or satisfactory arrangement for all Minnesota taxes; and
    (c) the applicable filing fee.

21. Administrative Revocation; Reinstatement
    Applicant acknowledges that failure to comply with the Statute (including failure to file the Annual Renewal) may result in administrative revocation of its authority. Applicant may seek reinstatement pursuant to statutory procedures and upon payment of all outstanding fees and penalties.

VII. GENERAL PROVISIONS

22. Service of Process
    Applicant consents to service of process on the Registered Agent at the Registered Office and, if the Registered Agent cannot with reasonable diligence be served, on the Secretary as statutory agent.

23. Amendments
    Any amendment to this Application must be filed with, and is not effective until accepted by, the Secretary.

24. Severability
    If any provision of this Application is determined invalid or unenforceable, the remaining provisions shall continue in full force, and the invalid provision shall be reformed to the minimum extent necessary to comply with applicable law.

25. Counterparts & Electronic Filing
    This Application may be executed in counterparts, each of which is deemed an original. Transmission by electronic means and electronic signatures that comply with applicable law are deemed originals for all purposes.

VIII. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned signs this Application under penalties of perjury and certifies that the statements contained herein are true and correct.

DATED: [MM/DD/YYYY]

[FOREIGN ENTITY NAME]
a [HOME JURISDICTION] [ENTITY TYPE]

By: _______________________________________
Name: [AUTHORIZED SIGNATORY NAME]
Title: [OFFICER / MANAGER / GENERAL PARTNER]

[OPTIONAL NOTARIZATION – confirm current Secretary of State requirements]
State of ____________
County of __________

This instrument was acknowledged before me on [DATE] by [NAME], the [TITLE] of [FOREIGN ENTITY NAME].

________________________________________
Notary Public
My Commission Expires: ________________

END OF DOCUMENT