Foreign Qualification Application

APPLICATION FOR AUTHORITY

to Conduct Business in the State of New York

(Foreign Business Corporation)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions (Statutory Statements)
4. Representations & Warranties
5. Covenants & Ongoing Obligations
6. Withdrawal Procedures (Informational)
7. General Provisions
8. Execution Block
9. Notary Acknowledgment

1. DOCUMENT HEADER

Application for Authority (this “Application”) is made and submitted on [EFFECTIVE DATE] (the “Effective Date”) by [CORPORATION NAME], a corporation organized and existing under the laws of [HOME STATE] (the “Corporation”), pursuant to Section 1304 of the New York Business Corporation Law (“BCL”).

Recitals
A. The Corporation was duly incorporated on [ORIGINAL INCORPORATION DATE] under the laws of [HOME STATE] and is in good standing in said jurisdiction.
B. The Corporation desires to transact business in the State of New York (“New York”) and, to that end, hereby applies for authority to do so in accordance with the BCL.

2. DEFINITIONS

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

“BCL” – The New York Business Corporation Law, as amended from time to time.
“Department of State” – The Department of State of the State of New York.
“Foreign Corporation” – A corporation incorporated under any jurisdiction other than New York.
“Registered Agent” – The person or entity, if any, appointed by the Corporation in New York to receive service of process.
“Secretary of State” – The Secretary of State of the State of New York.

3. OPERATIVE PROVISIONS

Pursuant to N.Y. Bus. Corp. Law § 1304, the Corporation hereby states:

3.1 Legal Name. The exact corporate name is [CORPORATION NAME] (the “Exact Name”).

3.2 Alternate Name (if required). If the Exact Name is not available for use in New York, the Corporation shall do business under the name [FICTITIOUS NAME] (the “Assumed Name”) upon filing a Certificate of Assumed Name.

3.3 Jurisdiction & Date of Incorporation. The Corporation was incorporated under the laws of [HOME STATE] on [ORIGINAL INCORPORATION DATE].

3.4 Purpose. The Corporation’s purpose in New York is [DESCRIBE BUSINESS PURPOSE], and any lawful business for which corporations may be authorized to do business in New York.

3.5 Authorized Shares. The aggregate number of shares the Corporation is authorized to issue is [AUTHORIZED SHARES], [PAR VALUE] par value, of which [ISSUED SHARES] shares have been issued.

3.6 Duration. The Corporation’s duration is [PERPETUAL / SPECIFY TERM].

3.7 New York Office. The address of the office within New York to be maintained for service of process is located in the County of [NEW YORK COUNTY], State of New York, at [STREET ADDRESS, CITY, STATE ZIP].

3.8 Service of Process.
 (a) The Corporation designates the Secretary of State as its agent for service of process. The address to which the Secretary of State shall mail a copy of any process accepted on its behalf is [MAILING ADDRESS].
 (b) Optional Registered Agent. The Corporation [DOES / DOES NOT] hereby appoint [REGISTERED AGENT NAME], with an office at [REGISTERED AGENT ADDRESS], as its Registered Agent in New York.

3.9 Good Standing. Pursuant to BCL § 1304(b), a Certificate of Existence (or equivalent, often styled a Certificate of Good Standing) issued by the official who files and maintains corporate records in [HOME STATE] (generally the Secretary of State), certifying that the Corporation is an existing corporation, is attached hereto as Exhibit A. The New York Department of State requires that this certificate be dated within one (1) year prior to submission of the Application.

3.10 Consent. Where required, written consent to use the Exact Name or Assumed Name is attached hereto as Exhibit B.

3.11 Prior Activity / Tax Consent. Pursuant to BCL § 1304(a)(8), the Corporation states that it has not, since its incorporation or since the date its authority to do business in New York was last surrendered, engaged in any activity in New York except as permitted by BCL § 1301(b). If the Corporation has in fact been conducting business in New York prior to this Application, the consent of the New York State Tax Commission (Department of Taxation and Finance) to the filing of this Application is attached hereto in lieu of the foregoing statement.

4. REPRESENTATIONS & WARRANTIES

The Corporation, by and through the undersigned duly authorized officer, represents and warrants that:

4.1 It is, as of the date hereof, a corporation duly formed, validly existing, and in good standing under the laws of its jurisdiction of incorporation.

4.2 All statements contained in this Application and in the attached exhibits are true, correct, and complete as of the Effective Date, and no material information has been omitted that would make any statement herein misleading.

4.3 The execution, delivery, and filing of this Application have been duly authorized by all necessary corporate action.

4.4 No dissolution, merger, conversion, or other corporate proceeding is pending or contemplated that would affect the Corporation’s existence or authority to conduct business.

5. COVENANTS & ONGOING OBLIGATIONS

The Corporation covenants that, upon qualification in New York, it shall:

5.1 Biennial Statement. File a biennial statement with the Department of State in compliance with BCL § 408.

5.2 Franchise Taxes & Fees. Timely pay all franchise taxes, filing fees, and any other amounts due to New York.

5.3 Registered Office & Agent. Maintain continuously (i) the New York office identified in Section 3.7 and (ii) the Secretary of State (and, if applicable, its Registered Agent) as agents for service of process, and promptly update such information by amendment if it changes.

5.4 Corporate Amendments. Amend its Application for Authority as permitted by BCL § 1308 (e.g., a change of corporate name, fictitious name, jurisdiction of incorporation, business purpose, office location, or process/registered-agent designation). If the Corporation changes its true corporate name or its jurisdiction of incorporation, it shall deliver a Certificate of Amendment to the Department of State within twenty (20) days after the change becomes effective in that jurisdiction; failure to do so suspends its authority to do business in New York upon expiration of that period (BCL § 1309(c)).

5.5 Compliance with Law. Comply with all applicable provisions of the BCL, the New York Tax Law, and any other New York statutes governing the conduct of its business.

6. WITHDRAWAL PROCEDURES (INFORMATIONAL)

If the Corporation elects to cease doing business in New York, it must file a Certificate of Surrender of Authority in accordance with BCL § 1310, together with:

a. A Certificate of Surrender of Authority (BCL § 1310(a)), signed and delivered to the Department of State;
b. The consent of the New York State Tax Commission (Department of Taxation and Finance) to the surrender of authority, which must be attached before the Department will accept the certificate for filing (BCL § 1310(b)); and
c. Payment of all outstanding fees and taxes.

Consequence of Doing Business Without Authority (BCL § 1312). A foreign corporation doing business in New York without authority may not maintain any action or special proceeding in New York courts unless and until it has obtained authority to do business and has paid all fees and taxes imposed under the Tax Law (and any related statute), together with penalties and interest accrued against it; this bar also applies to any successor in interest. However, the failure to obtain authority does not impair the validity of the Corporation's contracts or acts, does not bar the other party to a contract from suing on it, and does not prevent the Corporation from defending any action or special proceeding brought against it in New York (BCL § 1312(a)–(b)).

7. GENERAL PROVISIONS

7.1 Governing Law. This Application and all related rights and obligations shall be governed by and construed in accordance with the laws of the State of New York.

7.2 Severability. Should any provision of this Application be held invalid under applicable law, such invalidity shall not affect the remaining provisions, which shall continue in full force and effect.

7.3 Counterparts & Electronic Signatures. This Application may be executed in counterparts, each of which shall be deemed an original. Signatures delivered electronically or by facsimile shall be deemed original signatures for all purposes.

8. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the Corporation, has executed this Application on the Effective Date first written above.

[CORPORATION NAME]

By: ___________________________________
Name:  [OFFICER NAME]
Title: [OFFICER TITLE]

9. NOTARY ACKNOWLEDGMENT

State of ____________
County of __________

On the ___ day of __________, 20__, before me, the undersigned notary public, personally appeared [OFFICER NAME], personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.

_____________________________________
Notary Public
My Commission Expires: _____________

EXHIBIT A

Certificate of Existence/Good Standing – [HOME STATE]

EXHIBIT B

Consent to Use Name (if applicable)

1. Filing Method – Mail or deliver the executed original (and one copy) to:
    New York State Department of State
    Division of Corporations, State Records and Uniform Commercial Code
    One Commerce Plaza, 99 Washington Avenue
    Albany, NY 12231-0001

2. Filing Fee – As of this writing, the filing fee under BCL § 1304 is $225. Confirm the current fee before submission.

3. Processing Time – Standard processing is typically 3–5 business days. Expedited options (24-hour, same-day, or two-hour) are available for additional fees.

4. Post-Filing Steps – Once the Application is filed, order a certified copy for the Corporation’s records and provide copies to stakeholders (e.g., lenders, insurers, counterparties) that require evidence of New York authority.