APPLICATION FOR CERTIFICATE OF AUTHORITY
(Foreign Qualification – State of Nevada)
[// GUIDANCE: This template is intended for use by legal counsel in preparing a court-ready filing for a foreign corporation, limited liability company, limited partnership, or other statutorily-recognized foreign entity seeking authority to transact business in Nevada. Customize the bracketed placeholders, select or delete bracketed options as appropriate, and attach all exhibits referenced.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
3.1. Qualification Requirements
3.2. Issuance of Certificate of Authority - Representations & Warranties
- Covenants & Ongoing Obligations
- Default & Remedies
- Dispute Resolution
- General Provisions
- Execution Block
- Exhibits
1. DOCUMENT HEADER
APPLICATION FOR CERTIFICATE OF AUTHORITY TO TRANSACT BUSINESS IN NEVADA
(the “Application”)
This Application is made and executed effective as of [EFFECTIVE DATE] (the “Effective Date”) by [FULL LEGAL NAME OF FOREIGN ENTITY], a [corporation | limited liability company | limited partnership | other] duly organized and existing under the laws of the State/Commonwealth of [HOME JURISDICTION] (the “Applicant”).
2. DEFINITIONS
For purposes of this Application, the following terms shall have the meanings set forth below. Defined terms may be used in singular or plural form as the context requires.
“Applicant” – The foreign entity identified in the Document Header applying for authority to transact business in Nevada.
“Certificate of Authority” – Formal evidence issued by the Nevada Secretary of State confirming the Applicant’s authority to transact business in Nevada.
“Nevada Business License” – The state business license required to be maintained pursuant to applicable Nevada Revised Statutes and regulations of the Nevada Secretary of State and Nevada Department of Taxation.
“Nevada Secretary of State” – The office of the Nevada Secretary of State, Corporations Division, or any successor administrative body charged with corporate filings.
“Registered Agent” – A natural person or registered commercial agent with a physical street address in the State of Nevada designated to accept service of process on behalf of the Applicant.
“Withdrawal” – The voluntary surrender or statutory revocation of the Applicant’s Certificate of Authority, terminating its authority to transact business in Nevada.
3. OPERATIVE PROVISIONS
3.1. Qualification Requirements
The Applicant hereby submits the following information and undertakings as required for qualification:
a. Exact Legal Name: [FULL LEGAL NAME]
b. Jurisdiction & Date of Formation: [STATE/COUNTRY], formed on [DATE]
c. Entity Type: [Corporation | LLC | LP | Other]
d. Duration: [Perpetual | Specify Termination Date]
e. Business Purpose in Nevada: [DESCRIBE IN SUFFICIENT DETAIL]
f. Principal Office Address: [ADDRESS, CITY, STATE, ZIP, COUNTRY]
g. Nevada Registered Agent:
• Name: [REGISTERED AGENT NAME]
• Physical Street Address (no P.O. Box): [ADDRESS, CITY, NV ZIP]
• Mailing Address (if different): [ADDRESS]
h. Names & Addresses of Governing Persons (Directors/Managers/General Partners):
1. [NAME], [TITLE], [ADDRESS]
2. [NAME], [TITLE], [ADDRESS]
[Add lines as needed]
i. Authorized Shares/Membership Interests (if applicable): [NUMBER & CLASSIFICATION]
j. Certificate of Existence/Good Standing: Attached hereto as Exhibit A.
k. Registered Agent Acceptance: Attached hereto as Exhibit B.
l. Filing Fee: Remitted simultaneously with this Application in the amount prescribed by the Nevada Secretary of State.
[// GUIDANCE: Insert additional statutory disclosures if Applicant is a nonprofit, professional corporation, public benefit corporation, or other specialized entity.]
3.2. Issuance of Certificate of Authority
Upon acceptance and filing of this Application, and satisfaction of all statutory requirements, the Nevada Secretary of State shall issue a Certificate of Authority evidencing Applicant’s lawful power to transact business within the State of Nevada as of the Effective Date.
4. REPRESENTATIONS & WARRANTIES
The Applicant represents and warrants to the Nevada Secretary of State that, as of the Effective Date:
a. Good Standing. The Applicant is in good standing and duly authorized to transact business in its Governing Jurisdiction.
b. Accuracy of Information. All information set forth in this Application, and in any documents attached hereto, is true, correct, and complete in all material respects.
c. Corporate Authority. The execution, delivery, and filing of this Application have been duly authorized by all necessary corporate, company, partnership, or other organizational action of the Applicant.
d. No Conflict. The filing of this Application does not violate any charter document, operating agreement, by-laws, partnership agreement, or any law, regulation, order, or agreement binding upon the Applicant.
The foregoing representations and warranties shall survive the issuance of the Certificate of Authority.
5. COVENANTS & ONGOING OBLIGATIONS
The Applicant covenants and agrees for so long as it holds a Certificate of Authority in Nevada:
a. Annual List & License. To file the required Annual List of Officers/Managers/Members (as applicable) and renew its Nevada Business License on or before the last day of the anniversary month of the Certificate of Authority each year.
b. Registered Agent. To continuously maintain a Registered Agent with a physical address in Nevada and to promptly file a Statement of Change upon any change thereto.
c. Amendments. To file an Amended Certificate of Authority within the statutory period after any change to the Applicant’s name, jurisdiction, entity type, share structure, or other material information set forth in Section 3.
d. Taxes & Fees. To timely pay all Nevada state and local taxes, license fees, and assessments applicable to the Applicant’s business and operations.
e. Compliance. To comply with all applicable provisions of Nevada corporate, securities, tax, employment, environmental, and other laws and regulations.
f. Records. To keep at its principal office or elsewhere as permitted by law such books and records as Nevada law may require to be available for inspection.
g. Withdrawal. To file a Certificate of Withdrawal (Form [CURRENT FORM NUMBER]) and settle all outstanding fees, taxes, and liabilities prior to ceasing business in Nevada. A specimen Certificate of Withdrawal is attached as Exhibit C for convenience.
6. DEFAULT & REMEDIES
6.1. Events of Default. An “Event of Default” shall occur if the Applicant:
a. Fails to maintain a Registered Agent;
b. Fails to file its Annual List or renew its Nevada Business License within the statutory period;
c. Is administratively or judicially dissolved in its Governing Jurisdiction; or
d. Provides materially false or misleading information in this Application or any amendment hereto.
6.2. Notice and Cure. Upon the occurrence of any Event of Default, the Nevada Secretary of State may issue a written notice of intent to revoke the Certificate of Authority. The Applicant shall have [60] days from the date of such notice to cure the default(s) to the satisfaction of the Secretary of State.
6.3. Revocation. Failure to cure within the prescribed period shall result in automatic revocation of the Certificate of Authority, without further action or hearing, and the Applicant shall thereafter be unauthorized to transact business in Nevada except as may be necessary to wind up and withdraw.
6.4. Effect of Revocation. Revocation shall not relieve the Applicant of liability for any fees, taxes, penalties, or other obligations accrued prior to the effective date of revocation.
7. DISPUTE RESOLUTION
7.1. Governing Law. This Application and any disputes arising herefrom shall be governed by the corporate and other substantive laws of the State of Nevada, without regard to conflict-of-laws principles.
7.2. Forum Selection. The Applicant irrevocably submits to the exclusive jurisdiction of the [DISTRICT COURT, CLARK COUNTY – BUSINESS COURT PROGRAM] (or any successor specialized business court) for any judicial proceeding relating to the enforcement or interpretation of Nevada corporate filing statutes or the rights and obligations of the Applicant hereunder.
7.3. Arbitration; Jury Trial. Arbitration is not applicable, and jury trial waiver is not applicable, as identified in the metadata for this template.
[// GUIDANCE: If the client desires arbitration or a jury waiver for ancillary matters (e.g., contractual disputes with the Registered Agent), such provisions should be inserted in a separate commercial agreement rather than in this Application.]
8. GENERAL PROVISIONS
8.1. Amendments. The Applicant may amend this Application only by filing an Amended Certificate of Authority with the Nevada Secretary of State and paying the requisite fee.
8.2. Assignment. The Certificate of Authority is inseparable from the Applicant entity and may not be assigned or transferred.
8.3. 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.
8.4. Entire Application. This document, together with all Exhibits hereto, constitutes the complete and exclusive statement of the Applicant’s foreign qualification filing for Nevada purposes.
8.5. Electronic Signatures. Pursuant to applicable Nevada law and the Uniform Electronic Transactions Act, electronic signatures shall be deemed original and enforceable.
8.6. Counterparts. This Application may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
9. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned duly authorized officer, manager, general partner, or agent of the Applicant executes this Application as of the Effective Date.
| Applicant: | [FULL LEGAL NAME] |
| By: | _______ |
| Name: | [PRINTED NAME] |
| Title: | [AUTHORIZED TITLE] |
| Date: | [DATE] |
[NOTARIZATION BLOCK – include if Applicant’s home jurisdiction or Nevada requires notarization of foreign qualification filings.]
10. EXHIBITS
Exhibit A – Certificate of Existence / Good Standing from [HOME JURISDICTION]
Exhibit B – Statement of Acceptance by Registered Agent
Exhibit C – Specimen Certificate of Withdrawal (for future use)
[// GUIDANCE: Attachments must conform to the current forms and fee schedule available on the Nevada Secretary of State website. Verify that the Certificate of Existence is dated within 90 days of filing, or within such shorter period as the Secretary of State may prescribe.]
End of Document