APPLICATION FOR CERTIFICATE OF AUTHORITY

TO TRANSACT BUSINESS IN THE STATE OF MISSISSIPPI

(Foreign Corporation)

[// GUIDANCE: This template is designed for use with a business corporation organized outside Mississippi. For foreign LLCs, LLPs, or other entities, adapt statutory references (e.g., use Miss. Code Ann. § 79-29-1001 et seq. for LLCs) and modify officer/manager signature blocks accordingly.]

TABLE OF CONTENTS

1. Document Header & Recitals
2. Definitions
3. Operative Provisions (Qualification Statements)
4. Representations & Warranties
5. Covenants & Ongoing Obligations
6. Default, Revocation & Withdrawal
7. Miscellaneous Provisions
8. Execution Block
9. Exhibits & Schedules

1. DOCUMENT HEADER & RECITALS

This Application for Certificate of Authority (the “Application”) is made effective as of [EFFECTIVE_DATE] (the “Effective Date”) by [FOREIGN_ENTITY_NAME], a corporation organized under the laws of [DOMESTIC_JURISDICTION] (the “Corporation”), in favor of the Office of the Mississippi Secretary of State (the “MS-SOS”).

WHEREAS, the Corporation desires to transact business in the State of Mississippi in accordance with the Mississippi Business Corporation Act, Miss. Code Ann. §§ 79-4-1.01 et seq. (“MBCA”); and

WHEREAS, pursuant to MBCA § 79-4-15.03, a foreign corporation must obtain a Certificate of Authority prior to transacting business in this State;

NOW, THEREFORE, the Corporation hereby submits the following information and undertakings to the MS-SOS.

2. DEFINITIONS

For purposes of this Application, capitalized terms have the meanings set forth below:

“Certificate of Authority” means the certificate issued by the MS-SOS evidencing the Corporation’s authority to transact business in Mississippi.

“Foreign Jurisdiction” means the state or country under whose laws the Corporation is organized.

“Registered Agent” means the individual or entity appointed pursuant to Section 3.4 to receive service of process in Mississippi.

“Registered Office” means the street address in Mississippi of the Registered Agent on file with the MS-SOS.

“Withdrawal Statement” has the meaning given in Section 6.3.

3. OPERATIVE PROVISIONS (QUALIFICATION STATEMENTS)

3.1 Legal Name. The exact legal name of the Corporation as set forth in its articles of incorporation is [FOREIGN_ENTITY_NAME].

3.2 Alternate Name (if applicable). If the legal name is unavailable in Mississippi, the Corporation agrees to transact business under the following distinguishable name in Mississippi: [MS_FICTITIOUS_NAME].

3.3 Date & State of Incorporation. The Corporation was incorporated on [FORMATION_DATE] under the laws of [DOMESTIC_JURISDICTION] and is in good standing in said jurisdiction.

3.4 Registered Agent & Office. Pursuant to MBCA § 79-4-15.05, the Corporation designates:

• Registered Agent: [MS_REGISTERED_AGENT_NAME]
• Street Address (Registered Office): [MS_REGISTERED_AGENT_ADDRESS] (No P.O. Boxes)

3.5 Principal Office. The principal executive office of the Corporation is located at [PRINCIPAL_OFFICE_ADDRESS].

3.6 Duration. The duration of the Corporation is [PERPETUAL / EXPIRATION_DATE].

3.7 Authorized Shares. The total number of shares the Corporation is authorized to issue is [TOTAL_AUTHORIZED_SHARES], consisting of:

• Class A: [CLASS_A_SHARES] shares, par value [PAR_VALUE_A].
• Class B: [CLASS_B_SHARES] shares, par value [PAR_VALUE_B].

3.8 Officers & Directors. Current officers and directors are set forth on Exhibit A attached hereto.

3.9 Business Purpose. The Corporation’s purpose in Mississippi is [GENERAL_BUSINESS_PURPOSE] and such lawful activities as may be undertaken by a corporation of this type.

3.10 Certificate of Existence. A Certificate of Existence (or good standing) issued by the filing officer of the Foreign Jurisdiction within ninety (90) days prior to the Effective Date is attached as Exhibit B.

4. REPRESENTATIONS & WARRANTIES

The Corporation represents and warrants to the MS-SOS, as of the Effective Date:

4.1 Organizational Existence. The Corporation is duly incorporated, validly existing, and in good standing under the laws of the Foreign Jurisdiction.

4.2 Accuracy. The information contained in this Application, including all Exhibits, is true, correct, and complete in all material respects.

4.3 No Conflict. The filing of this Application and the proposed transaction of business in Mississippi do not violate the Corporation’s governing documents or laws of the Foreign Jurisdiction.

4.4 Authorization. The undersigned officer signing this Application has been duly authorized by all necessary corporate action.

[// GUIDANCE: Attach board resolutions if an evidentiary submission may be requested by the MS-SOS or third parties.]

5. COVENANTS & ONGOING OBLIGATIONS

5.1 Annual Report. The Corporation shall file a Mississippi annual report and pay all applicable franchise and other taxes on or before April 15 of each year, pursuant to MBCA § 79-4-16.22.

5.2 Registered Agent/Office Changes. The Corporation shall maintain a valid Registered Agent and Registered Office in Mississippi at all times and promptly file a statement of change within thirty (30) days of any change, in compliance with MBCA § 79-4-15.05.

5.3 Amendments. Within thirty (30) days after any amendment to its articles of incorporation or a change of name in the Foreign Jurisdiction, the Corporation shall file an amended certificate of authority with the MS-SOS.

5.4 Service of Process. The Corporation covenants that service upon the Registered Agent or, if service cannot be made, upon the MS-SOS, shall constitute valid and lawful service of process.

5.5 Good Standing. The Corporation shall at all times remain in good standing in the Foreign Jurisdiction and in every jurisdiction where it is qualified to do business.

6. DEFAULT, REVOCATION & WITHDRAWAL

6.1 Events of Non-Compliance. Failure to (a) maintain a Registered Agent, (b) file annual reports, or (c) pay franchise taxes constitutes grounds for administrative revocation of the Certificate of Authority under MBCA § 79-4-15.30.

6.2 Cure Period. Upon notice of intent to revoke from the MS-SOS, the Corporation shall have sixty (60) days to cure any violation.

6.3 Voluntary Withdrawal. The Corporation may voluntarily withdraw from Mississippi by filing a “Statement of Withdrawal of Foreign Corporation” (the “Withdrawal Statement”) pursuant to MBCA § 79-4-15.20 and by:

a. Settling all accrued franchise taxes and fees;
b. Filing all past-due annual reports; and
c. Paying the statutory withdrawal filing fee.

6.4 Effect of Withdrawal. Upon effective filing of the Withdrawal Statement, the authority of the Registered Agent terminates and service of process thereafter shall be made upon the MS-SOS as provided by law.

7. MISCELLANEOUS PROVISIONS

7.1 Governing Law. This Application and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Mississippi without regard to conflict-of-law principles.

7.2 Severability. If any provision of this Application is determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

7.3 Amendment & Waiver. No amendment or waiver of any provision of this Application shall be effective unless in writing and filed with (or accepted by) the MS-SOS when required.

7.4 Entire Application. This document, together with all Exhibits and any required MS-SOS forms, constitutes the entire application for authority by the Corporation in Mississippi.

8. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned officer, duly authorized, executes this Application under penalties of perjury this [SIGNING_DATE].

CONSENT OF REGISTERED AGENT
The undersigned hereby consents to serve as Registered Agent and to maintain the above Registered Office on behalf of the Corporation in the State of Mississippi.

[// GUIDANCE: Mississippi does not generally require notarization for electronic filings, but confirm current SOS requirements before submission. If submitting on paper, attach notarization blocks as needed.]

9. EXHIBITS & SCHEDULES

• Exhibit A – Officers & Directors
• Exhibit B – Certificate of Existence / Good Standing
• Exhibit C – Board Resolution Authorizing Foreign Qualification (optional)

Prepared in accordance with Miss. Code Ann. §§ 79-4-15.01 – 15.20. Practitioners should verify current statutory fees, electronic filing capabilities, and any recent legislative amendments before final submission.