APPLICATION FOR CERTIFICATE OF AUTHORITY

To Transact Business in the State of South Carolina

(Foreign [CORPORATION / LIMITED LIABILITY COMPANY / OTHER])

[// GUIDANCE: This template is designed for use with the South Carolina Secretary of State. Tailor bracketed placeholders as needed (e.g., “Corporation” vs. “LLC”). Practitioners should attach the home-state Certificate of Existence/Good Standing and pay the statutory filing fee at submission.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
    A. Qualification Statements
    B. Ongoing Obligations
    C. Withdrawal of Authority
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation (Intentionally Omitted)
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Entity Applying for Authority: [FULL LEGAL NAME], a [JURISDICTION] [ENTITY TYPE] (the “Company”).
2. Date of Application: [DATE]
3. Effective Date: The date this Application is stamped “Filed” by the South Carolina Secretary of State (the “Effective Date”).
4. Filing Basis: This Application is submitted pursuant to the applicable provisions of the South Carolina business entity statutes governing foreign [ENTITY TYPE] qualification (collectively, the “SC Act”).

II. DEFINITIONS

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

“Application” means this Application for Certificate of Authority, including all schedules and attachments, as the same may be amended from time to time.

“Foreign Jurisdiction” means the state or country under whose laws the Company is incorporated/organized.

“Registered Agent” means the individual or entity appointed under Section III.A.6 to receive service of process in South Carolina.

“Secretary” means the Secretary of State of the State of South Carolina or any duly authorized designee.

“Survival Period” has the meaning assigned in Section IV.3.

III. OPERATIVE PROVISIONS

A. Qualification Statements

1. Exact Legal Name in Foreign Jurisdiction: [NAME AS LISTED IN HOME STATE]
2. Alternate Name for Use in South Carolina (if original name is unavailable): [SC ASSUMED NAME, IF ANY]
3. Foreign Jurisdiction of Formation: [STATE / COUNTRY]
4. Date of Formation & Period of Duration: Formed [DATE]; duration [PERPETUAL / TERM ENDING ON ___]
5. Principal Office Address:
   • Street: [ADDRESS LINE 1]
   • City, State, ZIP, Country: [CITY], [STATE] [ZIP], [COUNTRY]
6. South Carolina Registered Agent & Office:
   • Agent Name: [NAME]
   • Street Address (no P.O. Box): [SC STREET ADDRESS], [CITY], SC [ZIP]
   • Acceptance: The Registered Agent’s consent is evidenced by signature in the Execution Block.
7. South Carolina Principal Business Address (if different from 5): [ADDRESS]
8. Business Purpose in South Carolina: [BRIEF DESCRIPTION; e.g., “wholesale distribution of industrial equipment”]
9. Authorized Shares / Membership Interests (complete one):
   a. For Corporations – Number of authorized shares: [#]; par value (if any): [$].
   b. For LLCs / Other – Type and number of ownership interests: [DETAILS].
10. Attachment Checklist:
    a. Certificate of Existence/Good Standing from Foreign Jurisdiction (dated within 30 days).
    b. Name Consent/Resolution (if SC name differs).
    c. Filing fee check [CURRENT $ AMOUNT] payable to “South Carolina Secretary of State.”

B. Ongoing Obligations

1. Annual Reports & Taxes: The Company shall file all annual reports and pay all fees, franchise taxes, and other assessments required under the SC Act and applicable regulations.
2. Registered Agent/Office Maintenance: The Company shall continuously maintain a Registered Agent and Office in South Carolina and shall promptly file any change thereto.
3. Record-Keeping: The Company shall maintain all records required by the SC Act at its Principal Office or another location permitted by law, and shall make them available for inspection as statutorily required.

C. Withdrawal of Authority

1. The Company may voluntarily surrender its authority by filing a Certificate of Withdrawal with the Secretary and otherwise complying with the SC Act.
2. Upon withdrawal, the Company shall:
   a. Pay all outstanding fees, penalties, and taxes due to the State of South Carolina;
   b. Maintain a Registered Agent for one (1) year following withdrawal for service of process relating to pre-withdrawal activities; and
   c. Provide written notice to known creditors of the withdrawal, if applicable.

IV. REPRESENTATIONS & WARRANTIES

1. Good Standing: The Company is duly formed, validly existing, and in good standing under the laws of the Foreign Jurisdiction.
2. Authority: The individual executing this Application is duly authorized to sign and deliver it on the Company’s behalf.
3. Accuracy & Completeness: The information contained in this Application, including all attachments, is true, correct, and complete as of the date hereof and will survive filing for a period of three (3) years (the “Survival Period”).
4. No Conflicts: Qualification to transact business in South Carolina will not conflict with or cause a default under the Company’s governing documents or any material agreement to which the Company is a party.

V. COVENANTS & RESTRICTIONS

1. The Company covenants to comply with all provisions of the SC Act and any other applicable South Carolina statutes, regulations, and local ordinances.
2. The Company shall promptly file amendments to this Application if any information herein becomes inaccurate, including changes to the Company name, registered agent, principal office, or authorized shares/interests.
3. The Company will not knowingly engage in any business in South Carolina that it is unauthorized to conduct under federal or state law.

VI. DEFAULT & REMEDIES

1. Events of Default:
   a. Failure to maintain a Registered Agent or Registered Office.
   b. Failure to file required annual reports or pay required fees and taxes.
   c. Submission of materially false or misleading information in this Application or any amendment.
2. Notice & Cure: Upon written notice from the Secretary describing the default, the Company shall have thirty (30) days to cure.
3. Remedies: If the Company fails to timely cure, the Secretary may revoke the Company’s Certificate of Authority, which may result in:
   a. Loss of capacity to sue in South Carolina courts;
   b. Monetary penalties and fees; and
   c. Potential personal liability of the Company’s officers/directors/members for carrying on business post-revocation.
4. Attorneys’ Fees: The Company shall be liable for all reasonable attorneys’ fees and costs incurred by the State of South Carolina in enforcing compliance, to the fullest extent permitted by law.

VII. RISK ALLOCATION

[// GUIDANCE: Indemnification, liability caps, and insurance provisions are marked “not applicable” in the metadata and therefore intentionally omitted.]

VIII. DISPUTE RESOLUTION

1. Governing Law: This Application and any disputes arising herefrom shall be governed by the laws of the State of South Carolina, without regard to its conflict-of-laws provisions.
2. Forum Selection: Exclusive jurisdiction and venue shall lie in the South Carolina Business Court (or such other state court of competent jurisdiction located in Richland County, South Carolina).
3. Arbitration, Jury Waiver, Injunctive Relief: Not applicable per metadata; nothing herein shall be construed as an agreement to arbitrate, waive jury trial, or limit equitable remedies otherwise available under law.

IX. GENERAL PROVISIONS

1. Amendment & Waiver: This Application may be amended only by a duly executed writing filed with, and accepted by, the Secretary in accordance with the SC Act. No waiver of any provision shall be effective unless in writing and filed when required.
2. Assignment: The rights and obligations arising under this Application may not be assigned or delegated except as permitted by the SC Act.
3. Successors & Assigns: This Application shall bind and inure to the benefit of the Company and its successors and permitted assigns.
4. Severability: If any provision of this Application is declared invalid or unenforceable, the remaining provisions shall remain in full force and effect.
5. Entire Filing: This Application, together with all required attachments, constitutes the entire filing submitted to the Secretary for the purpose of obtaining a Certificate of Authority.
6. Electronic Signatures: Signatures transmitted by facsimile, PDF, or other electronic means shall be deemed originals for all state filing purposes to the fullest extent permitted by law.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being duly authorized, has executed this Application on the date set forth below.

[// GUIDANCE: For corporations, title should be “President,” “Secretary,” etc. For LLCs, use “Member,” “Manager,” or “Authorized Person.”]

REGISTERED AGENT’S CONSENT AND ACCEPTANCE

The undersigned hereby consents to serve as Registered Agent for the Company in the State of South Carolina and acknowledges the obligations set forth in this Application and the SC Act.

NOTARY ACKNOWLEDGMENT (if required by practice preference)

State of _ )
County of _ )

On this ___ day of ____, 20__, before me, [NOTARY NAME], a Notary Public in and for said State, personally appeared [SIGNATORY 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 for the purposes therein contained.

IN WITNESS WHEREOF I hereunto set my hand and official seal.

Notary Public
My Commission Expires: ____

[// GUIDANCE: South Carolina does not currently require notarization for corporate/LLC qualification filings, but some practitioners include it for added evidentiary weight. Remove if undesired.]

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