DISCLAIMER
This template is provided for general informational purposes only and does not constitute legal advice. Counsel admitted in Rhode Island should tailor all bracketed provisions, confirm statutory citations, and ensure compatibility with the client’s specific facts before filing.
APPLICATION FOR CERTIFICATE OF AUTHORITY
(Foreign Corporation – State of Rhode Island)
Prepared in accordance with the Rhode Island Business Corporation Act, R.I. Gen. Laws § 7-1.2-1404 et seq.
DOCUMENT HEADER
Applicant: [LEGAL NAME OF FOREIGN CORPORATION], a corporation organized under the laws of [STATE/COUNTRY OF INCORPORATION] (the “Applicant”)
Filing Office: Office of the Secretary of State, Business Services Division, State of Rhode Island (the “Secretary”)
Effective Date: [DATE UPON FILING OR DELAYED EFFECTIVE DATE PERMITTED BY R.I. GEN. LAWS § 7-1.2-1407]
Jurisdiction: State of Rhode Island
Recitals
A. The Applicant is duly incorporated and in good standing under the laws of its jurisdiction of incorporation.
B. The Applicant desires to transact business in the State of Rhode Island and, to that end, seeks a Certificate of Authority pursuant to R.I. Gen. Laws § 7-1.2-1404.
C. The Applicant submits this Application to the Secretary and agrees to comply with all applicable provisions of the Rhode Island Business Corporation Act (the “Act”) and related regulations.
TABLE OF CONTENTS
- Definitions
- Operative Provisions
2.1 Mandatory Statutory Disclosures
2.2 Additional Corporate Information
2.3 Qualification Requirements - Representations & Warranties
- Covenants & Ongoing Obligations
- Withdrawal & Termination of Authority
- Default & Administrative Remedies
- General Provisions
- Execution Block
1. DEFINITIONS
“Act” means the Rhode Island Business Corporation Act, R.I. Gen. Laws Title 7, Chapter 1.2, as amended.
“Applicant” has the meaning set forth in the Document Header.
“Certificate of Authority” means the certificate issued by the Secretary evidencing the Applicant’s authority to transact business in Rhode Island.
“Good Standing Certificate” means a certificate of existence or good standing issued by the Applicant’s domestic jurisdiction not more than thirty (30) days prior to the date of filing this Application.
“Registered Agent” means the individual or entity appointed under Section 2.1(f) below and authorized to receive service of process on behalf of the Applicant in Rhode Island.
“Registered Office” means the street address in Rhode Island of the Registered Agent.
2. OPERATIVE PROVISIONS
2.1 Mandatory Statutory Disclosures
Pursuant to R.I. Gen. Laws § 7-1.2-1404, the Applicant provides the following information:
a. Exact Corporate Name: [EXACT NAME OF APPLICANT]
b. Name to Be Used in Rhode Island (if different and compliant with § 7-1.2-401): [ASSUMED NAME, IF ANY]
c. Jurisdiction and Date of Incorporation: [STATE/COUNTRY]; [DATE]
d. Period of Duration: [PERPETUAL / SPECIFIED]
e. Principal Office: [STREET, CITY, STATE, ZIP, COUNTRY]
f. Registered Agent and Registered Office in Rhode Island:
• Registered Agent: [NAME]
• Registered Office: [STREET, CITY, STATE RI, ZIP]
g. Purpose(s) for Which the Corporation Is Authorized to Transact Business: [GENERAL PURPOSE CLAUSE OR SPECIFIC BUSINESS ACTIVITIES]
h. Authorized Capital:
• Total number of shares: [NUMBER]
• Classes and par value: [DETAILS]
i. Names and Business Addresses of Current Officers & Directors: [LIST WITH TITLES AND ADDRESSES]
j. Good Standing Certificate: Attached hereto as Exhibit A.
[// GUIDANCE: Rhode Island requires the Good Standing Certificate to be no more than 30 days old at the time of filing.]
2.2 Additional Corporate Information
The Applicant states that it:
1. Has not had its authority to do business in any jurisdiction revoked, withdrawn, or suspended within the past five (5) years, except as disclosed on Schedule 1.
2. Is not the subject of any pending merger, conversion, or domestication proceeding that would alter its existence prior to qualification in Rhode Island, except as disclosed on Schedule 2.
2.3 Qualification Requirements
- Appointment of Registered Agent. The Applicant appoints the Registered Agent identified in Section 2.1(f) for service of process in accordance with § 7-1.2-501 of the Act.
- Consent of Registered Agent. Written consent of the Registered Agent is attached as Exhibit B.
- Payment of Fees. The Applicant shall tender all filing and initial license fees contemporaneously with this Application.
- Tax Identification. Upon issuance of the Certificate of Authority, the Applicant shall apply for all state tax accounts as may be required by the Rhode Island Division of Taxation.
3. REPRESENTATIONS & WARRANTIES
The Applicant represents and warrants to the Secretary that, as of the Effective Date:
a. It is duly incorporated, validly existing, and in good standing under the laws of its domestic jurisdiction;
b. The information contained in this Application, including all exhibits and schedules, is true, correct, and complete in all material respects;
c. The corporate action authorizing the execution and filing of this Application was duly adopted in accordance with the Applicant’s governing documents and the laws of its domestic jurisdiction; and
d. The Good Standing Certificate attached as Exhibit A is genuine and currently in force.
The foregoing representations and warranties shall survive the issuance of the Certificate of Authority for a period of one (1) year.
4. COVENANTS & ONGOING OBLIGATIONS
The Applicant covenants that, for so long as it is authorized to transact business in Rhode Island:
4.1 Annual Report. It will file with the Secretary an annual report on or before March 1 of each year and pay the associated fee, as required by R.I. Gen. Laws § 7-1.2-1501.
4.2 Registered Agent & Office. It will continuously maintain a Registered Agent and Registered Office in Rhode Island and will promptly file a statement of change upon any modification, in compliance with § 7-1.2-501.
4.3 Tax Compliance. It will timely file all required state tax returns and pay all taxes, fees, and assessments imposed by the State of Rhode Island.
4.4 Corporate Changes. It will promptly file with the Secretary any amendment, merger, or other corporate action that would require a filing under § 7-1.2-1406 (amended certificate of authority).
4.5 Record-Keeping. It will keep at its principal office or a reasonable equivalent location the records required by § 7-1.2-1500 and will make them available for inspection as provided therein.
5. WITHDRAWAL & TERMINATION OF AUTHORITY
5.1 Voluntary Withdrawal. The Applicant may voluntarily withdraw its Certificate of Authority by filing a Certificate of Withdrawal in the form prescribed by the Secretary and paying the applicable fee, pursuant to R.I. Gen. Laws § 7-1.2-1413.
5.2 Pre-Conditions to Withdrawal. Prior to filing the Certificate of Withdrawal, the Applicant shall:
a. File all delinquent annual reports and pay all outstanding fees and taxes;
b. Attach a tax clearance letter issued by the Rhode Island Division of Taxation; and
c. Provide for service of process for any causes of action arising prior to withdrawal as required by § 7-1.2-1414.
5.3 Administrative Revocation. Failure to comply with the Act may result in administrative revocation of the Certificate of Authority as set forth in § 7-1.2-1411.
[// GUIDANCE: Practitioners should calendar both annual report and tax filing deadlines to avoid revocation.]
6. DEFAULT & ADMINISTRATIVE REMEDIES
6.1 Events of Default. The following constitute Events of Default:
a. Failure to maintain a Registered Agent or Registered Office;
b. Failure to file any required annual report within sixty (60) days after the due date;
c. Failure to pay state franchise taxes or other fees when due;
d. Submission of materially false or misleading information to the Secretary.
6.2 Notice & Cure. Upon an Event of Default, the Secretary shall provide notice in accordance with § 7-1.2-1411(b). The Applicant shall have sixty (60) days from the date of notice to cure the default.
6.3 Remedies. If the Applicant fails to cure within the prescribed period, the Secretary may revoke the Certificate of Authority. The Applicant may seek reinstatement in accordance with § 7-1.2-1412.
7. GENERAL PROVISIONS
7.1 Amendments. Any amendment to this Application prior to the issuance of the Certificate of Authority shall be made by filing a corrected or amended application pursuant to § 7-1.2-1406.
7.2 Governing Law. This Application and all rights arising hereunder shall be governed by and construed in accordance with the laws of the State of Rhode Island, without regard to its conflict-of-laws principles.
7.3 Severability. If any provision of this Application is determined to be invalid or unenforceable under applicable law, such provision shall be severed and the remaining provisions shall remain in full force.
7.4 Execution in Counterparts. This Application may be executed in one or more counterparts, each of which shall constitute an original. Signatures may be exchanged by electronic means permitted under R.I. Gen. Laws § 42-127.1-7 (Uniform Electronic Transactions Act).
8. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned, being duly authorized, has executed this Application for Certificate of Authority on the date set forth below.
| Date: [DATE] | |
| [LEGAL NAME OF APPLICANT] | |
| By: _______ | |
| Name: [PRINTED NAME] | |
| Title: [CORPORATE TITLE] | |
CONSENT OF REGISTERED AGENT
The undersigned hereby certifies that it (he/she) has agreed to act as Registered Agent for the Applicant in the State of Rhode Island.
| Date: [DATE] | |
| [NAME OF REGISTERED AGENT] | |
| Signature: ________ | |
| Printed Name: [PRINTED NAME] | |
| Address: [REGISTERED OFFICE ADDRESS] |
[OPTIONAL] NOTARIZATION
State of _ )
County of ______ ) ss.
On this ___ day of _, 20_, before me, the undersigned notary public, personally appeared __, who acknowledged that he/she is the _ of [LEGAL NAME OF APPLICANT] and that he/she executed the foregoing Application for Certificate of Authority for the purposes therein contained.
Notary Public
My commission expires: _____
EXHIBIT A
Certificate of Good Standing (Domestic Jurisdiction)
EXHIBIT B
Written Consent of Registered Agent
SCHEDULE 1
History of Revocation/Withdrawal (if any)
SCHEDULE 2
Pending Structural Changes (if any)
[// GUIDANCE: File the completed application, exhibits, and fee (currently $310 for most for-profit corporations) with the Rhode Island Department of State—Business Services. Stamped copies will be returned if a self-addressed envelope is provided or if filed electronically via the SOS Business Services portal.]