APPLICATION FOR CERTIFICATE OF AUTHORITY

(Foreign Business Corporation – State of North Carolina)

[// GUIDANCE: This template tracks the statutory requirements of N.C. Gen. Stat. § 55-15-03 and related provisions of Article 15 (Foreign Corporations) of the North Carolina Business Corporation Act.
Insert all information in the bracketed placeholders, delete guidance boxes prior to filing, and attach a recently-dated Certificate of Existence (or its jurisdictional equivalent) from the corporation’s domestic state.]

TABLE OF CONTENTS

1. Document Header ………………………………………………………………. 1
2. Definitions …………………………………………………………………………… 2
3. Operative Provisions (Application Statements) …………………… 3
4. Representations & Warranties ……………………………………………… 5
5. Covenants & Ongoing Obligations ……………………………………… 6
6. Defaults & Remedies …………………………………………………………… 7
7. Risk Allocation (Statutory) …………………………………………………… 8
8. Dispute Resolution ……………………………………………………………… 8
9. General Provisions ……………………………………………………………… 9
10. Execution Block & Notary Acknowledgment ……………………… 10
11. Schedules & Attachments …………………………………………………… 11

(Page numbers will auto-update when finalized.)

1. DOCUMENT HEADER

THIS APPLICATION FOR CERTIFICATE OF AUTHORITY (this “Application”) is made effective as of [EFFECTIVE DATE] (the “Effective Date”) by [LEGAL NAME OF FOREIGN CORPORATION], a [STATE/COUNTRY OF ORGANIZATION] corporation (the “Corporation”).

WHEREAS, the Corporation is incorporated and validly existing pursuant to the laws of [STATE/COUNTRY OF ORGANIZATION] and desires to transact business in the State of North Carolina; and

WHEREAS, pursuant to N.C. Gen. Stat. § 55-15-01 and § 55-15-03, a foreign corporation must obtain a Certificate of Authority from the North Carolina Secretary of State as a condition precedent to transacting business in this State;

NOW, THEREFORE, the Corporation hereby submits the following Application to the North Carolina Secretary of State and agrees to the covenants and obligations set forth herein.

2. DEFINITIONS

For purposes of this Application, the following capitalized terms shall have the meanings set forth below. All other capitalized terms used but not defined herein shall have the meanings ascribed to them in the North Carolina Business Corporation Act (the “NCBCA”).

“Business Court” means the North Carolina Business Court or any successor court of specialized jurisdiction designated to hear complex business matters in the State of North Carolina.

“Certificate of Authority” means the certificate issued by the North Carolina Secretary of State evidencing that the Corporation is authorized to transact business in this State.

“Corporation” has the meaning set forth in the Document Header.

“Domestic Jurisdiction” means [STATE/COUNTRY OF ORGANIZATION].

“Registered Office” means the street address in North Carolina of the Corporation’s registered agent, as required by Section 3.6 below.

[// GUIDANCE: Add additional defined terms as needed, in alphabetical order.]

3. OPERATIVE PROVISIONS (APPLICATION STATEMENTS)

Pursuant to N.C. Gen. Stat. § 55-15-03, the Corporation hereby states as follows:

3.1 Legal Name
The exact legal name of the Corporation is “[LEGAL NAME OF FOREIGN CORPORATION]”.
[// GUIDANCE: Confirm name availability with the NC Secretary of State before filing.]

3.2 Alternate Name in North Carolina (if required)
If the name in Section 3.1 is unavailable in North Carolina, the Corporation will conduct business under the assumed name “[DESIGNATED ASSUMED NAME]” and will file an Assumed Name Certificate in accordance with N.C. Gen. Stat. § 66-71.4.

3.3 Jurisdiction & Date of Incorporation
The Corporation was incorporated on [DATE OF INCORPORATION] under the laws of [STATE/COUNTRY OF ORGANIZATION] and continues in existence on the date of this Application.

3.4 Period of Duration
The period of duration is (check one):
☐ Perpetual  ☐ Expires on [EXPIRATION DATE]

3.5 Principal Office
Street Address: [STREET ADDRESS, CITY, STATE, ZIP, COUNTRY]
Mailing Address (if different): [MAILING ADDRESS]
Telephone: [PHONE]  Email: [EMAIL]

3.6 Registered Agent & Registered Office in North Carolina
Registered Agent: [NAME OF REGISTERED AGENT]
Street Address (Required): [NC STREET ADDRESS, CITY, NC ZIP]
County: [COUNTY]
Mailing Address (if different): [MAILING ADDRESS]

3.7 Nature of Business in North Carolina
The Corporation is authorized to transact the following business in North Carolina:
[BRIEF DESCRIPTION OF BUSINESS ACTIVITIES]

3.8 Officers & Directors
Attach Schedule A listing the names, titles, and business addresses of all current officers and directors of the Corporation.
[// GUIDANCE: North Carolina does not statutorily require officer/director disclosure for qualification, but providing it expedites Secretary of State review and supports good-standing opinions.]

3.9 Share Structure
Total number of authorized shares: [NUMBER]
Classes and series (if any): [CLASS/SERIES DETAILS]
Par value (if any): [PAR VALUE PER SHARE]

3.10 Certificate of Existence
A duly authenticated Certificate of Existence (or comparable “Good Standing” certificate) issued by the Secretary of State (or equivalent authority) of the Domestic Jurisdiction not more than six (6) months prior to the Effective Date is attached as Schedule B.

3.11 Consent to Service of Process
The Corporation irrevocably appoints the North Carolina Secretary of State as an additional agent for service of process pursuant to N.C. Gen. Stat. § 55-15-10 should the registered agent relinquish or otherwise cease to serve.

3.12 Effective Date of Authority
The Certificate of Authority shall become effective:
☐ Upon filing  ☐ At [TIME] a.m./p.m. on [DATE] (must be within 90 days of filing).

4. REPRESENTATIONS & WARRANTIES

4.1 Organization & Power
The Corporation is duly incorporated, validly existing, and in good standing under the laws of the Domestic Jurisdiction and possesses all requisite corporate power to execute and file this Application.

4.2 Accuracy of Information
All information set forth in this Application, including schedules and attachments, is true, correct, and complete as of the Effective Date.

4.3 Authority to File
The individual executing this Application is duly authorized by appropriate corporate action to bind the Corporation.

4.4 No Conflict
The filing of this Application and the ensuing transaction of business in North Carolina do not violate the articles of incorporation or bylaws of the Corporation, the laws of the Domestic Jurisdiction, or any material agreement binding upon the Corporation.

[// GUIDANCE: These warranties survive only through the issuance of the Certificate of Authority; include survival language if desired.]

5. COVENANTS & ONGOING OBLIGATIONS

The Corporation covenants and agrees that, as long as its Certificate of Authority remains in effect:

5.1 Annual Reports
It will file annual reports with the North Carolina Secretary of State on or before the 15th day of the 4th month following the end of its fiscal year, together with all statutory fees.

5.2 Registered Agent/Office Maintenance
It will continuously maintain a Registered Agent and Registered Office in North Carolina as required by N.C. Gen. Stat. § 55-5-01.

5.3 Timely Amendments
It will promptly file (a) an Amendment to Application for Certificate of Authority upon any change in its corporate name or material corporate structure, and (b) a Statement of Change whenever registered agent or office information changes.

5.4 Franchise & Other Taxes
It will pay all franchise, excise, and other taxes or fees imposed by the State of North Carolina when due.

5.5 Compliance with Law
It will comply with all applicable provisions of the NCBCA and other North Carolina statutes governing the Corporation’s activities, including sector-specific regulations.

6. DEFAULTS & REMEDIES

6.1 Events of Default
Each of the following shall constitute an “Event of Default” under this Application:
(a) Failure to maintain a Registered Agent or Registered Office in North Carolina;
(b) Failure to file required annual reports for two (2) consecutive years;
(c) Non-payment of any fees or franchise taxes when due; or
(d) Material misrepresentation in this Application or any amendment thereto.

6.2 Statutory Remedies
Upon the occurrence of an Event of Default, the North Carolina Secretary of State may, following notice and opportunity to cure as provided in N.C. Gen. Stat. § 55-15-21, administratively revoke the Corporation’s Certificate of Authority. Revocation shall not relieve the Corporation of penalties, fees, or liabilities for acts conducted in this State.

6.3 Reinstatement
The Corporation may seek reinstatement in accordance with N.C. Gen. Stat. § 55-15-22 by curing each Event of Default and submitting the requisite application, fees, and tax clearances.

7. RISK ALLOCATION (STATUTORY)

7.1 Limited Scope
This Application is a statutory filing and does not create contractual indemnification or liability-cap provisions among private parties. The risk of revocation, penalties, and tax liabilities resides exclusively with the Corporation.

8. DISPUTE RESOLUTION

8.1 Governing Law
This Application, and all rights and obligations hereunder, shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflict-of-laws principles.

8.2 Forum Selection
Any judicial proceeding relating to the revocation, reinstatement, or interpretation of the Certificate of Authority shall be brought exclusively in the North Carolina Business Court, or if jurisdiction is unavailable, in the Superior Court of Wake County, North Carolina.

8.3 Arbitration; Jury Trial
Arbitration and jury trial waivers are not applicable to this statutory filing.

9. GENERAL PROVISIONS

9.1 Amendment & Withdrawal
The Corporation may amend this Application or voluntarily withdraw from North Carolina in compliance with N.C. Gen. Stat. § 55-15-20 by filing the prescribed form and paying all outstanding fees and taxes.

9.2 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.

9.3 Integration
This document, including all schedules and attachments, constitutes the entire Application required under N.C. Gen. Stat. § 55-15-03 and supersedes any prior drafts or statements.

9.4 Electronic Signatures
Pursuant to N.C. Gen. Stat. § 66-58.2, the North Carolina Secretary of State accepts electronic signatures that comply with the State’s E-Commerce requirements.

10. EXECUTION BLOCK & NOTARY ACKNOWLEDGMENT

IN WITNESS WHEREOF, the undersigned, being duly authorized, has executed this Application for Certificate of Authority on the date set forth below.

[NAME OF AUTHORIZED OFFICER]
[CORPORATE TITLE]
[LEGAL NAME OF FOREIGN CORPORATION]

Date: ____, 20_

[// GUIDANCE: North Carolina currently requires original signatures but does not require notarization for foreign qualification filings. Check latest Secretary of State guidance before omitting a notary acknowledgment.]

11. SCHEDULES & ATTACHMENTS

Schedule A – Officers and Directors
Schedule B – Certificate of Existence (Good Standing Certificate)
Schedule C – Optional: Supplemental Provisions or Attachments

SCHEDULE A

OFFICERS AND DIRECTORS

SCHEDULE B

CERTIFICATE OF EXISTENCE

[Attach the original certificate issued by the domestic jurisdiction.]

SCHEDULE C (Optional)

SUPPLEMENTAL PROVISIONS

[Insert any lawful provisions the Corporation elects to include under N.C. Gen. Stat. § 55-15-03(b)(7).]

[// GUIDANCE:
1. Filing Fee (2025): $250, payable to “NC Secretary of State.”
2. Mail or deliver to: Business Registration Division, P.O. Box 29622, Raleigh, NC 27626-0622, or file online if eligible.
3. Processing time averages 5-7 business days; expedited service is available for an additional fee.
4. Always verify current fees, forms, and e-filing options at https://www.sosnc.gov.
5. Retain a certified copy of the filed Application and Certificate of Authority for the Corporation’s minute book.]