APPLICATION FOR CERTIFICATE OF AUTHORITY

(Foreign Qualification – State of North Dakota)

[// GUIDANCE: This template is drafted for a foreign business corporation.
For a foreign limited liability company, partnership, or other entity type, revise defined terms and statutory references accordingly.]

TABLE OF CONTENTS

1. Section I – Document Header
2. Section II – Definitions
3. Section III – Operative Provisions
4. Section IV – Representations & Warranties
5. Section V – Covenants & Restrictions
6. Section VI – Default & Remedies
7. Section VII – Risk Allocation (Intentionally Omitted)
8. Section VIII – Dispute Resolution
9. Section IX – General Provisions
10. Section X – Execution Block

SECTION I – DOCUMENT HEADER

This Application for Certificate of Authority (the “Application”) is executed as of [EFFECTIVE DATE] by [LEGAL NAME OF CORPORATION], a corporation organized under the laws of [HOME STATE/COUNTRY] (the “Corporation”), for filing with the North Dakota Secretary of State (the “Secretary of State”) pursuant to the North Dakota Business Corporation Act (the “Act”).

Recitals

A. The Corporation is duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation.

B. The Corporation desires to transact business in the State of North Dakota and is therefore required to obtain a Certificate of Authority under the Act.

C. The Corporation submits this Application and agrees to the ongoing obligations, conditions, and limitations set forth herein and under applicable law.

SECTION II – DEFINITIONS

For purposes of this Application, capitalized terms shall have the meanings set forth below. Terms defined in one Section and used in another shall have the same meaning.

“Act” means, collectively, the North Dakota Century Code Title 10, as amended from time to time, and any successor legislation governing foreign corporations authorized to transact business in North Dakota.

“Certificate of Authority” means the certificate issued by the Secretary of State evidencing the Corporation’s authority to transact business within North Dakota.

“Foreign Corporation” has the meaning assigned by the Act and refers specifically to the Corporation.

“Registered Agent” means the individual or business entity designated under Section 3.4 to receive service of process on behalf of the Corporation in North Dakota.

“State” means the State of North Dakota.

[// GUIDANCE: Add or remove definitions to align with entity type and statutory terminology.]

SECTION III – OPERATIVE PROVISIONS

3.1 Legal Name. [LEGAL NAME OF CORPORATION]

3.2 Alternate Name (if original name is unavailable in ND). [DBA OR FICTITIOUS NAME]

3.3 Jurisdiction & Date of Incorporation. The Corporation was incorporated in [HOME STATE/COUNTRY] on [DATE OF INCORPORATION] and has perpetual duration ☐ / ☐ limited duration until [EXPIRATION DATE].

3.4 Registered Agent & Registered Office in North Dakota.
 (a) Name of Registered Agent: [REGISTERED AGENT NAME]
 (b) Street Address (No P.O. Boxes): [REGISTERED OFFICE STREET], [CITY], ND [ZIP]

3.5 Principal Executive Office. [PRINCIPAL OFFICE STREET], [CITY], [STATE/COUNTRY] [ZIP/POSTAL]

3.6 Business Purpose in North Dakota. [DESCRIBE BUSINESS ACTIVITIES]
[// GUIDANCE: Insert a concise statement; ND no longer requires an ultra-specific purpose, but best practice is to give a broad description.]

3.7 Authorized Shares.
 (a) Total Number of Authorized Shares: [NUMBER]
 (b) Class(es) & Par Value(s): [CLASS / PAR VALUE]
 (c) Issued & Outstanding Shares: [NUMBER]

3.8 Principal Officers & Directors.
 • President/CEO: [NAME, ADDRESS]
 • Secretary: [NAME, ADDRESS]
 • Chief Financial Officer/Treasurer: [NAME, ADDRESS]
 • Directors: [NAME(S), ADDRESS(ES)]

3.9 Service of Process Consent. The Corporation consents that service of process on the Registered Agent shall constitute valid and binding service upon the Corporation for all actions arising in North Dakota.

3.10 Payment of Fees. The Corporation tenders the statutory filing fee of $[AMOUNT] contemporaneously with this Application and shall timely pay all future fees and franchise taxes as required by law.

SECTION IV – REPRESENTATIONS & WARRANTIES

4.1 Good Standing. The Corporation is in good standing in its jurisdiction of incorporation and has filed all reports and paid all taxes required therein.

4.2 Authority. The execution, delivery, and filing of this Application have been duly authorized by all necessary corporate action of the Corporation.

4.3 Accuracy of Information. The statements contained in this Application and any attachments or schedules hereto are true, correct, and complete as of the Effective Date.

4.4 No Conflict. The filing of this Application does not (a) contravene the Articles of Incorporation or Bylaws of the Corporation, or (b) violate any applicable law, judgment, or order binding on the Corporation.

4.5 Survival. All representations and warranties herein shall survive the issuance of the Certificate of Authority and remain in effect so long as the Corporation is authorized to transact business in North Dakota.

SECTION V – COVENANTS & RESTRICTIONS

5.1 Ongoing Compliance. The Corporation shall comply with all provisions of the Act, including but not limited to:
 (a) Maintaining a Registered Agent and Registered Office within the State;
 (b) Filing an Annual Report with the Secretary of State on or before [STATUTORY DEADLINE];
 (c) Paying all applicable franchise, license, and other state-imposed fees and taxes;
 (d) Maintaining good standing in its home jurisdiction; and
 (e) Providing prompt written notice to the Secretary of State of any changes to the information set forth in this Application.

5.2 Record-Keeping. The Corporation shall keep at its Principal Executive Office or other location permitted under the Act (a) current articles, bylaws, and amendments, (b) minutes of shareholder and director meetings, and (c) appropriate accounting records.

5.3 Name Protection. If the Corporation’s name is not distinguishable upon the Secretary of State’s records, the Corporation shall adopt and consistently use in North Dakota the alternate name indicated in Section 3.2.

5.4 Foreign Withdrawals & Mergers. The Corporation shall not dissolve, merge, or convert in its home jurisdiction without first complying with Section 6.3 (Withdrawal).

5.5 Notice of Proceedings. The Corporation shall notify the Secretary of State within thirty (30) days of becoming subject to any administrative or judicial proceeding that may result in the suspension or revocation of its Charter in its home jurisdiction.

SECTION VI – DEFAULT & REMEDIES

6.1 Events of Default. Any of the following shall constitute an Event of Default:
 (a) Failure to maintain a Registered Agent or Registered Office in North Dakota;
 (b) Failure to file the required Annual Report or pay associated fees for more than sixty (60) days after the due date;
 (c) Loss of good standing in the home jurisdiction;
 (d) Material misrepresentation in this Application or any subsequent filing.

6.2 Notice & Cure. Upon occurrence of an Event of Default, the Secretary of State may issue written notice to the Corporation at its Principal Executive Office and Registered Office. The Corporation shall have sixty (60) days from the date of such notice to cure the default.

6.3 Administrative Dissolution; Withdrawal Procedures.
 (a) Failure to timely cure an Event of Default may result in administrative revocation of the Certificate of Authority.
 (b) Voluntary withdrawal. The Corporation may voluntarily surrender its Certificate of Authority by filing a Statement of Withdrawal, paying all outstanding fees, and confirming that it is no longer transacting business in North Dakota.
 (c) Effect of Withdrawal or Revocation. The Corporation’s authority to transact business in North Dakota shall cease except for the purpose of winding up, defending, or prosecuting legal proceedings, and fulfilling obligations incurred before the effective date of withdrawal or revocation.

6.4 Costs & Attorney Fees. In any action brought by or against the Secretary of State to enforce the provisions of the Act or this Application, the prevailing party may recover its reasonable attorney fees and costs.

SECTION VII – RISK ALLOCATION

[INTENTIONALLY OMITTED – The metadata specifies no indemnification or liability-limiting clauses.]

SECTION VIII – DISPUTE RESOLUTION

8.1 Governing Law. This Application and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of North Dakota, without regard to its conflict-of-laws principles.

8.2 Forum Selection. The parties agree that the exclusive forum for any civil action arising under the Act or related to this Application shall be the [NAME OF ND BUSINESS COURT / APPROPRIATE DISTRICT COURT] located in [COUNTY], North Dakota.

8.3 Arbitration; Jury Waiver; Injunctive Relief. Not applicable per metadata. Nothing herein shall be construed as a waiver of sovereign immunity or other defenses available to the State.

SECTION IX – GENERAL PROVISIONS

9.1 Amendment & Waiver. No amendment or waiver of any provision of this Application shall be effective unless in writing and filed with the Secretary of State where required by law.

9.2 Assignment. The Certificate of Authority and the rights thereunder are non-assignable except as expressly permitted by the Act (e.g., through merger, share exchange, or conversion) and upon filing of the requisite documentation with the Secretary of State.

9.3 Successors & Assigns. This Application shall bind and inure to the benefit of the Corporation and its lawful successors.

9.4 Severability. If any provision of this Application is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed to best effectuate the original intent.

9.5 Entire Agreement. This Application, together with any schedules or attachments filed contemporaneously herewith, constitutes the entire agreement between the Corporation and the State concerning the subject matter hereof.

9.6 Electronic Signatures. The Corporation consents to the use and acceptance of electronic signatures and electronic filing in accordance with the Uniform Electronic Transactions Act as adopted in North Dakota.

SECTION X – EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned duly authorized officer has executed this Application on behalf of the Corporation as of the Effective Date set forth above.

NOTARIZATION (if required)
State of ___ )
County of ___ ) ss.

On this _ day of _, 20, before me, a Notary Public in and for said county and state, personally appeared [NAME], known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing instrument and acknowledged that he/she executed the same on behalf of [CORPORATION NAME].

Notary Public
My Commission Expires: ____

[// GUIDANCE:
1. Attach a Certificate of Good Standing (or equivalent) from the home jurisdiction dated within 60 days of filing.
2. Verify that the chosen Registered Agent is on file and in good standing with the ND Secretary of State.
3. Confirm stock information matches the home-state articles and that share classes/par values align with ND disclosure requirements.
4. For professional corporations or regulated industries, insert any additional licenses or approval language required by ND law.
5. Always run a final name availability check immediately before filing to avoid rejection for name conflict.
]