FOREIGN CORPORATION

APPLICATION FOR CERTIFICATE OF AUTHORITY

SOUTH DAKOTA

[// GUIDANCE: This template is designed for corporations formed outside the State of South Dakota that seek authority to “transact business” within South Dakota, as contemplated by SDCL ch. 47-1A, pt. 15. Customize all bracketed text, attach all required exhibits, and confirm filing fees and signature formalities with the South Dakota Secretary of State immediately prior to submission.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Application Information
   3.2 Certificate of Authority Request
   3.3 Effective Date
4. Representations & Warranties
5. Covenants & Ongoing Obligations
6. Default & Administrative Remedies
7. Dispute Resolution, Governing Law & Forum Selection
8. General Provisions
9. Execution Block
10. Exhibits & Schedules

1. DOCUMENT HEADER

THIS APPLICATION FOR CERTIFICATE OF AUTHORITY (this “Application”) is submitted to the Secretary of State of the State of South Dakota (the “Secretary”) by [Full Legal Name of Foreign Corporation], a corporation organized under the laws of [Home Jurisdiction] (the “Corporation”), to obtain authority to transact business in South Dakota in accordance with the South Dakota Business Corporation Act (the “Act”).

Effective Date: [MM/DD/YYYY]
Home Jurisdiction: [State / Country]
South Dakota Governing Law: SDCL ch. 47-1A
Designated Forum: South Dakota Business Court (if and when applicable)

2. DEFINITIONS

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

“Act” means the South Dakota Business Corporation Act, SDCL ch. 47-1A, as amended.
“Application” has the meaning set forth in the Document Header.
“Certificate of Authority” means the evidentiary document issued by the Secretary upon approval of this Application.
“Corporation” means the foreign corporation identified above.
“Effective Date” means the date specified in the Document Header or, if none is specified, the date of filing stamped by the Secretary.
“Registered Agent” means the individual or business entity designated pursuant to Section 3.1(f).
“Registered Office” means the South Dakota street address of the Registered Agent.

[// GUIDANCE: Add additional defined terms as necessary for your client’s specific situation.]

3. OPERATIVE PROVISIONS

3.1 Application Information

The Corporation hereby submits to the Secretary the following information, each of which shall be deemed material to the Secretary’s evaluation of this Application:

(a) Legal Name in Home Jurisdiction: [Exact Name, incl. corporate suffix]
(b) Alternate Name for Use in SD (if original name unavailable): [Designated Alternate Name]
(c) Date of Incorporation in Home Jurisdiction: [MM/DD/YYYY]
(d) Duration: ☐ Perpetual ☐ Other: [Specify]
(e) Principal Office Address:
  Street: [Address]
  City/State/ZIP/Country: [City, ST ZIP, Country]
(f) South Dakota Registered Agent and Office:
  Name: [RA Name]
  Street Address (no P.O. Boxes): [Address, City, SD ZIP]
(g) Names and Business Addresses of Current Officers & Directors (attach Schedule 1 if additional lines required):

(h) Authorized Shares (attach Schedule 2 if multiple classes/series):

(i) Home-Jurisdiction Good Standing / Existence Certificate dated within ninety (90) days of this Application is attached hereto as Exhibit A.

(j) Nature of Business to be Conducted in South Dakota: [Brief description; e.g., “wholesale distribution of agricultural equipment”].

3.2 Certificate of Authority Request

The Corporation respectfully requests that the Secretary issue a Certificate of Authority authorizing the Corporation to transact business in the State of South Dakota pursuant to the Act.

3.3 Effective Date

The Corporation elects the Certificate of Authority to be effective:
☐ Upon filing  ☐ On the following date (not more than 90 days after filing): [MM/DD/YYYY]

4. REPRESENTATIONS & WARRANTIES

The Corporation represents and warrants to the Secretary, as of the Effective Date:

4.1 Existence & Good Standing. The Corporation is a validly existing corporation in good standing under the laws of its Home Jurisdiction and has attached evidence thereof (Exhibit A).

4.2 Corporate Power. The Corporation possesses the requisite corporate power and authority to transact the business described herein in both its Home Jurisdiction and South Dakota.

4.3 Proper Authorization. This Application has been duly authorized by all necessary corporate action in accordance with the Corporation’s governing documents and the laws of the Home Jurisdiction.

4.4 Accuracy of Information. The information contained in this Application, and in all accompanying exhibits and schedules, is true, correct, and complete as of the date hereof.

4.5 Name Availability. If the Corporation’s legal name is unavailable for use in South Dakota, the alternate name set forth in Section 3.1(b) has been adopted in compliance with SDCL § 47-1A-1506.

[// GUIDANCE: Delete this representation if no alternate name is required.]

4.6 No Unauthorized Business. The Corporation has not previously transacted business in South Dakota in a manner requiring prior qualification, or, if it has, it has complied with all back-filing and penalty requirements prior to or concurrently with this Application.

5. COVENANTS & ONGOING OBLIGATIONS

The Corporation covenants and agrees that, so long as it is authorized to transact business in South Dakota:

5.1 Registered Agent & Office. It shall continuously maintain a Registered Agent and Registered Office within South Dakota and shall promptly file a statement of change within thirty (30) days of any change thereto.

5.2 Annual Reports & Fees. On or before the first day of the anniversary month of its initial South Dakota filing each year, the Corporation shall file an annual report and remit all fees then required by law.

5.3 Taxes & Compliance. It shall timely pay all South Dakota taxes and comply with all applicable federal, state, and local laws governing its activities.

5.4 Amendments. It shall promptly file with the Secretary any amendments to its charter or other documents that would render the information in this Application inaccurate or incomplete.

5.5 Withdrawal. Prior to ceasing business in South Dakota, it shall voluntarily file a Statement of Withdrawal pursuant to SDCL § 47-1A-1520 and shall satisfy all debts, taxes, and obligations owed to South Dakota.

6. DEFAULT & ADMINISTRATIVE REMEDIES

6.1 Administrative Revocation. Failure to comply with Section 5 may result in administrative revocation of the Certificate of Authority by the Secretary pursuant to SDCL ch. 47-1A, pt. 15.

6.2 Reinstatement. If the Corporation’s authority is revoked, it may seek reinstatement by curing all defaults and filing the requisite application for reinstatement within the statutory period.

6.3 Service of Process. While the Corporation is in default (including after revocation), service of process upon the Secretary shall constitute service upon the Corporation to the fullest extent permitted by law.

[// GUIDANCE: Consider adding commercial remedies (e.g., contractual indemnity) if this Application is incorporated by reference into third-party agreements, though such provisions are generally unnecessary for a filing instrument.]

7. DISPUTE RESOLUTION, GOVERNING LAW & FORUM SELECTION

This Application and the Corporation’s activities in South Dakota shall be governed by, and construed in accordance with, the laws of the State of South Dakota, without regard to its conflict-of-laws rules. Any action or proceeding arising out of or relating to the Certificate of Authority (other than matters statutorily vested in the Secretary) shall be brought exclusively in the state courts of South Dakota, sitting in the county designated by the South Dakota Business Court rules (if applicable).

[// GUIDANCE: Arbitration, jury-trial waiver, and injunctive-relief clauses are not customarily included in administrative filings and have therefore been omitted.]

8. GENERAL PROVISIONS

8.1 Amendments & Corrections. The Corporation may amend or correct this Application only by delivering an amended or corrected certificate to the Secretary in the form prescribed by statute.

8.2 Severability. If any provision of this Application is determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

8.3 Entire Application. This document, together with all exhibits and schedules hereto, constitutes the entire filing required to obtain the Certificate of Authority under the Act, except for any additional forms or consents the Secretary may require.

8.4 Electronic Filing Permitted. The Corporation consents to the acceptance of electronic signatures and electronic filing of this Application to the extent permitted by SDCL § 15-6-11 or any successor statute and the Secretary’s administrative rules.

9. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned officer of the Corporation, being duly authorized, has executed and delivered this Application on the Effective Date set forth above.

[CORPORATION’S EXACT LEGAL NAME]
a [State/Country] corporation

By: ________
Name: [Printed Name of Authorized Officer]
Title: [Title]
Date: [MM/DD/YYYY]

State of __
County of __

This instrument was acknowledged before me on [MM/DD/YYYY] by [Officer’s Name], the [Title] of [Corporation Name], a [State/Country] corporation, on behalf of the corporation.

Notary Public

My Commission Expires: ___

[// GUIDANCE: South Dakota currently does not require notarization for an Application for Certificate of Authority, but certain filers elect to include it for evidentiary purposes or because their home jurisdiction requires notarization for outbound filings. Remove or retain as client circumstances dictate.]

10. EXHIBITS & SCHEDULES

Exhibit A Certificate of Existence / Good Standing (Home Jurisdiction)
Schedule 1 Supplemental Officers & Directors List (if needed)
Schedule 2 Supplemental Share Structure (if needed)

[// GUIDANCE: Prior to filing, confirm (1) the availability of the Corporate Name or Alternate Name with the Secretary’s online database; (2) the current filing fee (payable to “Secretary of State”); (3) whether the corporation’s specific industry requires additional state licensure; and (4) readiness of any tax clearance or special consents. Attach the Secretary’s standard cover sheet, if required, and submit via the Secretary’s online portal or by mail to: Secretary of State, 500 E Capitol Ave, Pierre, SD 57501.]