Foreign Qualification Application

APPLICATION FOR CERTIFICATE OF AUTHORITY

(Foreign Corporation — State of Missouri)

I. DOCUMENT HEADER

1. Applicant: [LEGAL ENTITY NAME], a corporation organized under the laws of [HOME JURISDICTION] (the “Corporation”).
2. Effective Date: [MM/DD/YYYY] (or “upon filing” if left blank).
3. Filing Office: Secretary of State of the State of Missouri (the “Secretary”).
4. Governing Law: Missouri General and Business Corporation Law (Chapter 351, RSMo) and all other applicable Missouri corporate statutes (“Missouri Law”).

II. DEFINITIONS

For purposes of this Application and the related compliance covenants, the following capitalized terms have the meanings set forth below:

“Annual Registration Report” means the report required to be filed each year with the Secretary pursuant to Missouri Law on or before 30 April.

“Certificate of Authority” means the certificate issued by the Secretary evidencing the Corporation’s authority to transact business in Missouri.

“Foreign State” means the state or foreign country under whose laws the Corporation is incorporated.

“Good Standing Certificate” means a certificate of existence or good standing issued by the filing office of the Foreign State not more than sixty (60) days prior to the date of submission of this Application.

“Registered Agent” and “Registered Office” have the meanings assigned under Missouri Law.

“Withdrawal Application” means the document required under Missouri Law to voluntarily surrender the Certificate of Authority.

III. OPERATIVE PROVISIONS

1. Corporate Name in Missouri
   a. The exact name of the Corporation is [LEGAL ENTITY NAME].
   b. If such name is not distinguishable upon the records of the Secretary, the Corporation shall transact business in Missouri under the name “[ASSUMED NAME]” upon effectiveness of an accompanying Registration of Fictitious Name.

2. Jurisdiction & Duration
   a. State or Country of Incorporation: [HOME JURISDICTION].
   b. Date of Incorporation: [MM/DD/YYYY].
   c. Period of Duration: [PERPETUAL / SPECIFY TERM].

3. Principal Place of Business
   Street Address: [NO P.O. BOX]
   City, State, ZIP: [•]

4. Registered Agent & Registered Office in Missouri
   a. Name of Registered Agent: [REGISTERED AGENT NAME].
   b. Street Address of Registered Office (No P.O. Box):
   [STREET], [CITY], MO [ZIP], County of [COUNTY].

5. Commencement of Business in Missouri
   The Corporation first transacted (or will first transact) business in Missouri on [MM/DD/YYYY].

6. Authorized Capital
   Class(es) of Shares, number authorized, and par value (or “no par”) are as follows:

• [CLASS A — # SHARES — PAR VALUE]
• [CLASS B — # SHARES — PAR VALUE]
(Attach Schedule A if additional classes or series exist.)

7. Directors & Officers (Attach Schedule B if additional space is needed)
   • Directors: Name and Business Address of each director.
   • Officers: Name, Title, and Business Address of each officer.

8. Corporate Purpose in Missouri
   The Corporation is authorized to engage in any lawful business for which corporations may be organized in the Foreign State and, in Missouri, specifically intends to [BRIEF DESCRIPTION OF BUSINESS ACTIVITIES].

9. Good Standing
   A duly authenticated Good Standing Certificate dated __________ is attached hereto as Exhibit 1.

10. Service of Process Consent
    Pursuant to Missouri Law, the Corporation hereby irrevocably appoints the Registered Agent to receive service of process in any proceeding arising out of the Corporation’s business in Missouri. In the event the Registered Agent resigns or ceases to act, the Corporation shall immediately appoint and file an amended registered agent/office designation.

IV. REPRESENTATIONS & WARRANTIES

The Corporation represents and warrants to the Secretary that:

1. It is a corporation duly organized, validly existing, and in good standing under the laws of the Foreign State.
2. It has obtained all internal approvals required under the Foreign State’s corporate law to file this Application.
3. The information contained herein is true, correct, and complete in all material respects as of the Effective Date.
4. No action has been taken by the Foreign State or any jurisdiction to suspend, revoke, or limit the Corporation’s existence or authority to conduct business.

All representations and warranties shall survive the issuance of the Certificate of Authority and remain in effect until the earlier of (i) the Corporation’s lawful withdrawal from Missouri or (ii) revocation of the Certificate of Authority.

V. COVENANTS & ONGOING OBLIGATIONS

1. Registered Office & Agent
   The Corporation shall continuously maintain a Registered Agent and Registered Office in Missouri and shall file with the Secretary any change thereto within the statutory deadline.

2. Annual Registration Report
   The Corporation shall file the Annual Registration Report and pay the prescribed fee on or before 30 April of each calendar year following the year of qualification.

3. Franchise Taxes & Fees
   The Corporation shall timely pay all franchise taxes, if reinstated, and all other fees or penalties assessed under Missouri Law.

4. Amendments
   Within thirty (30) days of any amendment to its Articles of Incorporation, or a change in corporate name, capitalization, or duration, the Corporation shall file an Amended Certificate of Authority (or similar statutory filing) with the Secretary.

5. Reporting of Mergers, Conversions, or Dissolutions
   The Corporation shall promptly notify the Secretary of any merger, share exchange, conversion, or dissolution pursuant to Missouri Law.

6. Authorization to Inspect Records
   The Corporation covenants to make its books and records relating to Missouri business activities available for inspection by the Secretary or any duly-authorized Missouri agency in accordance with law.

7. Compliance with Missouri Law
   The Corporation shall comply with all Missouri statutory provisions applicable to foreign corporations, including, without limitation, those governing employment, taxation, environmental protection, and consumer protection.

VI. DEFAULT & REMEDIES

1. Events of Non-Compliance
   The following constitute events of non-compliance:
   a. Failure to maintain a Registered Agent/Office.
   b. Failure to file the Annual Registration Report.
   c. Non-payment of fees, penalties, or taxes.
   d. Submission of materially false statements in any filing.

2. Administrative Remedies
   Upon the occurrence of any event of non-compliance and the Corporation’s failure to cure within the statutory period after written notice from the Secretary, the Secretary may administratively revoke the Certificate of Authority.

3. Effect of Revocation
   Revocation does not relieve the Corporation of liability for acts or omissions occurring prior to the effective date of revocation and does not impair the authority of service of process upon the Secretary for any cause of action arising in Missouri.

4. Reinstatement
   The Corporation may seek reinstatement by filing an Application for Reinstatement and curing all defaults in accordance with Missouri Law.

VII. RISK ALLOCATION

Because this is a statutory filing, traditional private-party indemnification and limitation-of-liability provisions are not applicable. The Corporation acknowledges that:

• Administrative revocation, civil penalties, and denial of the right to maintain Missouri legal actions are the primary statutory remedies; and
• Corporate officers and directors may incur personal liability for knowing submission of false information.

VIII. DISPUTE RESOLUTION

Any controversy or claim between the Corporation and the State of Missouri (including its agencies) arising out of or relating to the Certificate of Authority shall be brought exclusively in the Circuit Court of Cole County, Missouri (the designated business court division if applicable), and governed by Missouri Law without regard to conflict-of-laws principles. Arbitration, jury waiver, and injunctive-relief provisions are not applicable to this statutory relationship.

IX. GENERAL PROVISIONS

1. Amendment & Waiver
   No waiver or amendment of any statutory requirement shall be effective unless expressly permitted by Missouri Law and acknowledged in writing by the Secretary.

2. Assignment
   The Certificate of Authority is non-assignable; any successor entity must apply de novo for authority to transact business in Missouri.

3. Severability
   If any provision of this Application is deemed invalid under Missouri Law, the remaining provisions shall remain in full force and effect.

4. Entire Filing Package
   This Application, together with all exhibits and the Secretary’s prescribed forms and certificates, constitutes the entire filing package and supersedes any prior written or oral representations regarding the subject matter hereof.

5. Electronic Signatures
   Pursuant to RSMo § 432.230 et seq., facsimile, PDF, or other electronic signatures of the authorized signatory shall be deemed original and binding for all purposes.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Corporation has caused this Application for Certificate of Authority to be executed under penalty of perjury by its duly authorized officer.

Date: ______________

____________________________________
[NAME OF AUTHORIZED OFFICER]
[TITLE]
[LEGAL ENTITY NAME]

State of __________ )
County of _________ )

On this ____ day of __________, 20__, before me, the undersigned Notary Public, personally appeared ____________________, who acknowledged that (s)he is the _________ of [LEGAL ENTITY NAME] and that (s)he executed the foregoing instrument on behalf of the Corporation pursuant to proper authority.

____________________________________
Notary Public
My Commission Expires: _____________

EXHIBIT 1 — GOOD STANDING CERTIFICATE

(Attach)

EXHIBIT 2 — SCHEDULE A: AUTHORIZED SHARES

(If needed)

EXHIBIT 3 — SCHEDULE B: DIRECTORS & OFFICERS

(If needed)

VOLUNTARY WITHDRAWAL RIDER

1. The Corporation certifies that it is not transacting business in Missouri and surrenders its Certificate of Authority.
2. The Corporation revokes the authority of its Registered Agent for service of process and consents that service may thereafter be made upon the Secretary.
3. The Corporation appoints the Secretary as its agent for service of process in any proceeding based on a cause of action arising during the time the Corporation was authorized to transact business in Missouri.
4. All taxes, fees, and penalties due under Missouri Law have been paid.
5. A certified copy of the Corporation’s resolution authorizing withdrawal is attached as Exhibit 4.

Executed on _____________ by: ____________________________

PRACTICAL CHECKLIST

1. Reserve name (if necessary) with the Secretary.
2. Prepare and execute Board resolution approving Missouri qualification.
3. Obtain Good Standing Certificate (≤ 60 days old).
4. Complete Secretary of State Form “Corp. 42”.
5. Attach this Application Rider, exhibits, and filing fee ($155 for profit / $25 for nonprofit; confirm current rates).
6. File online or mail to Corporations Unit, PO Box 778, Jefferson City, MO 65102.
7. Calendar annual report deadline (30 April) and registered agent renewal dates.
8. Maintain duplicate copies of all filings in corporate minute book.
9. For withdrawal, clear taxes, file “Corp. 59,” and attach board resolution.