APPLICATION FOR CERTIFICATE OF AUTHORITY

(Foreign Qualification – State of Ohio)

[// GUIDANCE: This template is drafted for a foreign business corporation seeking authority to transact business in Ohio. It may be adapted for foreign LLCs or non-profits with appropriate statutory modifications.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Required Corporate Information
   3.2 Supporting Documentation & Filing Mechanics
4. Representations & Warranties
5. Covenants & Ongoing Obligations
6. Withdrawal / Termination of Authority
7. Default & State Remedies
8. Dispute Resolution & Governing Law
9. General Provisions
10. Execution Block
11. Exhibits & Schedules

1. DOCUMENT HEADER

Title: “Application for Certificate of Authority to Transact Business in the State of Ohio”

Applicant: [LEGAL NAME OF FOREIGN CORPORATION], a corporation organized under the laws of [HOME STATE/FOREIGN JURISDICTION] (the “Applicant”).

Ohio Filing Office: Office of the Ohio Secretary of State, Business Services Division (the “Ohio SOS”).

Effective Date: [EFFECTIVE DATE] (or “Upon Filing and Endorsement by the Ohio SOS,” if no delayed effective date is used).

Recitals:
WHEREAS, the Applicant is duly incorporated and in good standing under the laws of its Home Jurisdiction; and
WHEREAS, the Applicant desires to transact business in the State of Ohio and must therefore obtain a Certificate of Authority from the Ohio SOS;

NOW, THEREFORE, the Applicant hereby submits the following Application.

2. DEFINITIONS

The following capitalized terms have the meanings set forth below. Terms defined in this Section appear in alphabetical order and apply throughout this Application unless the context clearly requires otherwise.

“Applicant” – The foreign corporation named above, including any legal successor thereto.
“Application” – This Application for Certificate of Authority, together with all attachments, exhibits, amendments, and restatements.
“Authority” – The Certificate of Authority issued by the Ohio SOS upon approval of this Application.
“Home Jurisdiction” – The state, territory, or foreign nation in which the Applicant is incorporated.
“Ohio Statutory Agent” – The individual or entity appointed and maintained in the State of Ohio to receive service of process on behalf of the Applicant.
“Ohio SOS” – The Office of the Ohio Secretary of State, Business Services Division.

3. OPERATIVE PROVISIONS

3.1 Required Corporate Information

The Applicant hereby states the following as required by Ohio corporate law:

a. Exact Corporate Name in Home Jurisdiction: [LEGAL NAME AS REGISTERED]

b. Alternate/Fictitious Name in Ohio (if original name is unavailable or non-compliant): [ALTERNATE NAME]
[// GUIDANCE: Insert “N/A” if no alternate name is required; otherwise attach Exhibit A – Consent to Use Name.]

c. Date of Incorporation: [DATE OF INCORPORATION]
d. Period of Duration: [“Perpetual” / SPECIFY TERM]
e. Principal Office Address in Home Jurisdiction: [STREET, CITY, STATE, ZIP, COUNTRY]
f. Principal Office or Registered Office (if different): [ADDRESS]

g. Purpose(s) for Transacting Business in Ohio:
[List specific business activities; e.g., “sale and distribution of medical devices,” “software development,” etc.]

h. Authorized Shares & Par Value (if any):
i. Total authorized shares: [NUMBER]
ii. Classes & series (if multiple): [CLASS A – NUMBER / PAR VALUE]; [CLASS B – …]
iii. Issued/outstanding shares as of the date hereof: [NUMBER]

i. Ohio Statutory Agent Information:
Name: [STATUTORY AGENT NAME]
Street Address (no P.O. Box): [STREET, CITY, OH ZIP]
Email (optional): [EMAIL]
Telephone (optional): [PHONE]
[// GUIDANCE: Attach Exhibit B – “Acceptance of Appointment by Statutory Agent,” signed and dated by the agent.]

3.2 Supporting Documentation & Filing Mechanics

a. Certificate of Good Standing / Existence:
Attach a certificate (dated within 90 days) issued by the filing office of the Home Jurisdiction. Mark as Exhibit C.

b. Filing Fee:
[INSERT CURRENT STATUTORY FEE] payable to “Ohio Secretary of State” by check, money order, or SOS-accepted electronic payment.

c. Delivery Method:
☐ Paper filing (overnight courier / U.S. Mail)
☐ Online submission via Ohio SOS business portal

d. Delayed Effective Date (if any):
[DELAYED EFFECTIVE DATE] (must not exceed 90 days from submission).
☐ N/A – Effective upon filing.

4. REPRESENTATIONS & WARRANTIES

The Applicant represents and warrants to the Ohio SOS that:

a. It is a corporation duly organized, validly existing, and in good standing under the laws of its Home Jurisdiction.
b. All information contained in this Application and any attached exhibits is true, correct, and complete as of the Execution Date.
c. The Applicant has obtained all internal corporate approvals required to file this Application.
d. Issuance of the Authority and transacting business in Ohio will not violate the charter documents of the Applicant nor any applicable law of its Home Jurisdiction.
e. The Applicant is not suspended, dissolved, or the subject of any proceeding seeking its dissolution or forfeiture in any jurisdiction.

Survival: The foregoing representations and warranties shall survive the issuance of the Authority for so long as the Applicant remains qualified to do business in Ohio.

5. COVENANTS & ONGOING OBLIGATIONS

The Applicant covenants and agrees that, upon issuance of the Authority, it shall:

a. Continuously maintain an Ohio Statutory Agent and update the Ohio SOS of any change within the statutory timeframe.
b. File all required biennial or periodic reports and pay all associated fees, taxes, and assessments imposed under Ohio law.
c. Maintain its corporate good standing in the Home Jurisdiction.
d. Promptly file an amended Application upon any change to (i) the corporate name, (ii) the authorized shares structure, or (iii) the stated business purposes, if required by Ohio law.
e. Comply with all Ohio laws and regulations applicable to its business activities within the state.

6. WITHDRAWAL / TERMINATION OF AUTHORITY

a. Voluntary Withdrawal:
The Applicant may voluntarily surrender its Authority by filing a Certificate of Withdrawal with the Ohio SOS and paying any applicable fee, after first:
(i) resolving all Ohio tax liabilities; and
(ii) providing written notice to its Ohio Statutory Agent.

b. Involuntary Cancellation:
The Authority may be cancelled by the Ohio SOS for statutory grounds, including but not limited to failure to maintain a statutory agent, non-payment of fees, or failure to file required reports.

c. Effect of Withdrawal or Cancellation:
The Applicant remains subject to service of process in Ohio for causes of action arising during the period it was authorized to transact business.

7. DEFAULT & STATE REMEDIES

a. Events of Default:
(i) Failure to maintain a valid Ohio Statutory Agent.
(ii) Failure to file mandatory reports or pay fees when due.
(iii) Administrative dissolution or equivalent loss of good standing in the Home Jurisdiction.

b. Notice & Cure:
Upon an Event of Default, the Ohio SOS may issue written notice specifying the default. The Applicant shall have [30] days from the mailing date of such notice to cure the default.

c. Remedies:
If the Applicant fails to cure, the Ohio SOS may revoke or cancel the Authority without further action, subject to statutory reinstatement rights.

d. Costs & Fees:
The Applicant shall be responsible for all fees, penalties, and costs assessed by the State of Ohio in connection with any default or reinstatement.

8. DISPUTE RESOLUTION & GOVERNING LAW

a. Governing Law:
This Application and the Authority shall be governed by and construed in accordance with the corporate laws of the State of Ohio, without regard to its conflict-of-laws principles.

b. Forum Selection:
Any judicial proceeding relating to the Authority or arising under the Ohio corporate statutes shall be brought exclusively in the [NAME OF COUNTY] County Court of Common Pleas, Commercial Docket / Business Court Division, State of Ohio.

[// GUIDANCE: Arbitration, jury waiver, and injunctive relief provisions are marked “not applicable” per metadata and are therefore omitted.]

9. GENERAL PROVISIONS

a. Amendments:
The Applicant may amend this Application only by filing with the Ohio SOS an Amendment to Certificate of Authority, signed by an authorized officer and accompanied by all required fees.

b. Severability:
If any provision of this Application is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the extent permitted by law.

c. Entire Application:
This document, together with all attached Exhibits and Schedules, constitutes the complete and exclusive statement of the information required for foreign qualification in Ohio.

d. Electronic Signature:
Pursuant to Ohio law, this Application may be signed and filed electronically, and any electronic signature shall be deemed an original for all purposes.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the Applicant, executes this Application as of the Execution Date set forth below.

STATUTORY AGENT ACCEPTANCE

I, the undersigned, hereby accept appointment as Statutory Agent for the Applicant and agree to comply with all duties set forth under Ohio law.

[// GUIDANCE: Notarization is not presently required for Ohio foreign qualification filings, but confirm current rules before submission.]

11. EXHIBITS & SCHEDULES

• Exhibit A – Consent to Use or Adopt Alternate Name (if applicable)
• Exhibit B – Acceptance of Appointment by Statutory Agent (fully executed)
• Exhibit C – Certificate of Good Standing / Existence (Home Jurisdiction)
• Schedule 1 – Share Structure & Designations (optional detailed cap-table)

[// GUIDANCE: Practitioners should verify the latest Ohio Secretary of State filing fee schedule and form codes (e.g., “Form 530A” for foreign corporations, “Form 533B” for foreign LLCs) prior to submission. Attachments must be formatted to Ohio SOS standards—8½" × 11" paper, single-sided, black ink. Consider filing online to expedite processing and obtain immediate evidence of filing.]

End of Template