APPLICATION FOR CERTIFICATE OF AUTHORITY

to Transact Business in the State of Montana

[// GUIDANCE: This template is designed for a foreign (out-of-state or out-of-country) business corporation seeking authority to conduct intrastate business in Montana under the Montana Business Corporation Act (currently codified at Title 35, Chapter 1, Montana Code Annotated). Customize all bracketed placeholders before filing with the Montana Secretary of State (“SOS”).]

I. DOCUMENT HEADER

1.1 Title
Application for Certificate of Authority to Transact Business in Montana

1.2 Parties
(a) Applicant: [LEGAL NAME OF FOREIGN CORPORATION], a corporation organized under the laws of [HOME JURISDICTION] (the “Applicant”).
(b) Recipient: Office of the Montana Secretary of State, Helena, Montana (the “Secretary”).

1.3 Effective Date
This Application becomes effective on the date and time that the Secretary files and indexes the Certificate of Authority (the “Effective Date”).

1.4 Purpose & Consideration
The Applicant submits this Application and the required supporting documentation and fees in consideration of, and as a condition precedent to, receiving authority to transact business within the State of Montana pursuant to the Montana Business Corporation Act (the “Act”).

II. DEFINITIONS

For purposes of this Application, the following terms have the meanings set forth below. Defined terms include their singular and plural forms and cognate expressions.

1. “Act” – The Montana Business Corporation Act, Mont. Code Ann. Title 35, ch. 1, as amended.
2. “Applicant” – The foreign corporation identified in Section 1.2(a).
3. “Certificate of Authority” – The certificate issued by the Secretary evidencing the Applicant’s authorization to transact business in Montana.
4. “Foreign Corporation” – A corporation for profit incorporated under laws other than those of Montana.
5. “Home Jurisdiction” – The state, territory, or foreign country whose laws govern the Applicant’s formation and internal affairs.
6. “Registered Agent” – The individual or qualifying entity appointed by the Applicant under Section 3.4 to receive service of process in Montana.
7. “Secretary” – The Montana Secretary of State and duly authorized staff.

[// GUIDANCE: Add or delete defined terms to align with corporate structure or Secretary of State guidance.]

III. OPERATIVE PROVISIONS

3.1 Required Information

The Applicant hereby provides the following information as required by the Act and the Secretary’s regulations:

(a) Exact Corporate Name in Home Jurisdiction: [LEGAL NAME]
(b) Alternate Name for Use in Montana (if current name is unavailable or non-compliant): [ASSUMED BUSINESS NAME, if any]
(c) Jurisdiction & Date of Incorporation: [STATE/COUNTRY], organized on [DATE]
(d) Duration: [PERPETUAL / LIMITED – specify]
(e) Principal Office Address:
    Street: [STREET ADDRESS]
    City/State/Zip/Country: [CITY, STATE/PROVINCE, ZIP, COUNTRY]
(f) Registered Agent & Registered Office in Montana:
    Agent Name: [REGISTERED AGENT NAME]
    Physical Street Address (no P.O. Box): [REGISTERED OFFICE ADDRESS]
    Mailing Address (if different): [MAILING ADDRESS]
(g) Business Purpose/Activities in Montana (brief description): [DESCRIPTION]
(h) Authorized Shares:
    Class(es) and number of shares Applicant is authorized to issue in its Home Jurisdiction: [DETAILS]
(i) Officers & Directors (attach additional sheet if necessary):
    • Name, Title, Business Address for each Officer and Director

3.2 Supporting Documentation

The Applicant encloses or electronically uploads (as SOS filing system permits):

1. A Certificate of Existence/Good Standing issued by the appropriate authority in the Home Jurisdiction dated within [90] days prior to filing.
2. A certified copy of the Applicant’s Articles/Certificate of Incorporation and any amendments.
3. Evidence of adoption of any assumed business name to be used in Montana (if applicable).

3.3 Filing Fees

Applicant tenders the statutory filing fee of [$___] plus any expedited handling fees.

[// GUIDANCE: Verify current fees at sosmt.gov/business. Electronic filing is mandatory for most entities; fee payment is processed online.]

3.4 Appointment of Registered Agent

The Applicant designates [REGISTERED AGENT NAME] as its Registered Agent in Montana and consents to service of process at the Registered Office stated above. The Registered Agent’s written consent is evidenced by signature in the Execution Block.

3.5 Effective Date & Term

The Applicant requests the Certificate of Authority to be effective on:

☐ The filing date; or
☐ [DELAYED EFFECTIVE DATE] not more than 90 days after filing.

Authority shall continue until terminated or withdrawn in accordance with the Act.

IV. REPRESENTATIONS & WARRANTIES

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

1. Good Standing: Applicant is duly incorporated, validly existing, and in good standing under the laws of its Home Jurisdiction.
2. Accuracy: The information in this Application and accompanying documents is true, correct, and complete.
3. Authorization: The filing of this Application has been duly authorized by all necessary corporate action under the Applicant’s organizational documents and Home Jurisdiction law.
4. Non-Violation: Granting the Certificate of Authority will not breach the Applicant’s organizational documents or violate any applicable law of the Home Jurisdiction.

These representations survive the issuance of the Certificate of Authority.

V. COVENANTS & ONGOING OBLIGATIONS

The Applicant covenants that it shall:

1. Maintain Registered Agent – Continuously maintain a Registered Agent and Registered Office in Montana and file any change with the Secretary within the statutory period.
2. Annual Report & Fees – File an Annual Report with the Secretary and pay all related fees each calendar year by April 15 (or such other date as the Act may prescribe).
3. Compliance – Comply with all Montana statutes and regulations applicable to foreign corporations, including tax, licensing, and employment laws.
4. Amendments – File an amended application promptly upon any change in:
   a. Corporate Name;
   b. Home Jurisdiction;
   c. Period of Duration; or
   d. Authorized Shares (if such change must be reported under the Act).
5. Withdrawal – File a Statement of Withdrawal and pay requisite fees before ceasing business in Montana.

VI. DEFAULT & REMEDIES

6.1 Events of Default

The following constitute Events of Default:

1. Failure to maintain a Registered Agent or Registered Office in Montana.
2. Failure to file the Annual Report or pay required fees when due.
3. Submission of materially false or misleading information in this Application or any required filing.

6.2 Administrative Consequences

Upon an Event of Default, the Secretary may, after statutory notice, administratively revoke the Certificate of Authority.

6.3 Cure & Reinstatement

Applicant may cure an Event of Default and apply for reinstatement within the statutory period by:

1. Correcting the default;
2. Paying all penalties, fees, and reinstatement charges; and
3. Submitting required reinstatement filings.

VII. RISK ALLOCATION

[// GUIDANCE: The metadata specifies “Indemnification” and “Liability Caps” as not applicable. Accordingly, no indemnification or limitation of liability provisions are included. Foreign corporations remain subject to the full scope of statutory liability under Montana law.]

7.1 Insurance (Optional)

Nothing herein restricts the Applicant from carrying liability or other insurance for its Montana operations.

VIII. DISPUTE RESOLUTION

1. Governing Law – This Application and the rights and obligations arising hereunder are governed by the laws of the State of Montana without regard to conflict-of-laws principles.
2. Forum Selection – Any proceeding relating to the interpretation or enforcement of the Act or this Application shall be brought in the Montana [County Name] District Court, Business Court Division, or such other court of competent jurisdiction within the State of Montana.
3. Arbitration / Jury Waiver – Not applicable.

IX. GENERAL PROVISIONS

1. Amendment & Waiver – No amendment or waiver of any provision of this Application is effective unless made in the form prescribed by the Act and accepted for filing by the Secretary.
2. Severability – If any provision of this Application is determined invalid under applicable law, the remaining provisions remain in full force.
3. Integration – This Application, together with all attachments required under Section 3.2, constitutes the entire filing required to obtain the Certificate of Authority.
4. Electronic Signatures & Filings – Electronic signatures, consents, and filings satisfy any “writing” or “signature” requirement under the Act once accepted by the Secretary’s e-filing system.
5. Successors & Assigns – The Certificate of Authority inures to the benefit of the Applicant and its lawful successors but is not assignable.
6. Headings – Section headings are for convenience only and do not affect interpretation.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned officer of the Applicant executes this Application and declares under penalty of perjury that the information herein is true and correct.

Registered Agent Acceptance

I, [REGISTERED AGENT NAME], hereby accept the appointment as Registered Agent for the Applicant in the State of Montana and agree to comply with the obligations of that role under the Act.

[// GUIDANCE: Notarization is not presently required for a Montana foreign qualification filing, but obtain notarization if the SOS later mandates or the filing is mailed rather than e-filed.]

ATTACHMENT CHECKLIST

1. Certificate of Existence/Good Standing (Home Jurisdiction)
2. Certified Articles/Certificate of Incorporation & Amendments
3. Assumed Business Name Registration (if applicable)
4. Officer/Director Roster (if additional pages required)
5. Filing Fee Receipt Confirmation

[// GUIDANCE: Review the SOS “Foreign Corporation – Certificate of Authority” portal for updated statutory forms, electronic filing instructions, and current fee schedule prior to submission.]