APPLICATION FOR CERTIFICATE OF AUTHORITY

to Conduct Business in the State of Utah

(Foreign [Corporation] / [LLC] / [Other Entity Type])

Effective Date: [EFFECTIVE DATE]

[// GUIDANCE:
1. This template is designed for a foreign business entity seeking authority to transact business in Utah under Title 16, Chapter 10a of the Utah Code (Utah Revised Business Corporation Act) or the corresponding Utah statutes applicable to the specific entity type (e.g., LLC, LP).
2. Bracketed text requires customization.
3. File the executed application, the statutory filing fee, and a current Certificate of Good Standing (or equivalent) from the entity’s domestic jurisdiction with the Utah Division of Corporations & Commercial Code (“Division”).
]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1.1 Applicant Entity.
 (a) Legal Name: [LEGAL NAME OF FOREIGN ENTITY]
 (b) Entity Type: [Corporation / Limited Liability Company / Limited Partnership / Other]
 (c) Home Jurisdiction: [STATE / COUNTRY OF ORGANIZATION]

1.2 Utah Filing Information.
 (a) Requested Effective Date: [EFFECTIVE DATE (may be “Upon Filing”)]
 (b) Utah Statutory Authority: [TITLE 16, CHAPTER 10a OR APPLICABLE CHAPTER]
 (c) Utah Division File No.: [Assigned Upon Acceptance]

1.3 Recitals.
 WHEREAS, the Applicant desires to transact business within the State of Utah and is therefore required to obtain a Certificate of Authority (the “Certificate”) from the Division; and
 WHEREAS, the Applicant is authorized to do business in its home jurisdiction and is in good standing therein;

NOW, THEREFORE, the Applicant hereby submits this Application for Certificate of Authority (the “Application”) in accordance with the governing Utah statutes and the terms herein.

II. DEFINITIONS

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

“Applicant” means the foreign business entity identified in § 1.1.

“Certificate” means the Certificate of Authority to transact business in Utah issued by the Division upon approval of this Application.

“Division” means the Utah Division of Corporations & Commercial Code.

“Foreign Qualification” means registration of a non-Utah entity to conduct business in Utah pursuant to applicable Utah law.

“Home Jurisdiction” means the state or country in which the Applicant is originally organized and domiciled.

“Registered Agent” means the individual or business entity authorized and appointed under Utah law to accept service of process and official correspondence on behalf of the Applicant.

III. OPERATIVE PROVISIONS

3.1 Qualification Requirements.
 (a) Statutory Items. The Applicant hereby provides the following information as required:
  (i) Exact Legal Name in Home Jurisdiction: [NAME]
  (ii) Alternate Name to Be Used in Utah (if original name is unavailable): [DBA / N/A]
  (iii) Date of Incorporation/Formation: [DATE]
  (iv) Duration: [Perpetual / Term Expires ____]
  (v) Principal Office Address: [ADDRESS]
  (vi) Name & Street Address of Proposed Utah Registered Agent: [AGENT NAME & ADDRESS]
  (vii) Purpose of Business in Utah (brief statement): [PURPOSE]
  (viii) Count of Issued Shares / Membership Interests (if applicable): [DETAILS]

(b) Attachments.
  (i) Certificate of Good Standing (dated within 90 days).
  (ii) Certified Copy of Charter/Documents (if required).
  (iii) Consents, approvals, or governmental authorizations (if applicable).

[// GUIDANCE: Attachments must be in English or accompanied by a certified translation.]

3.2 Consideration & Filing Fee.
 The Applicant shall tender the then-current statutory filing fee concurrently with this Application.

3.3 Conditions Precedent.
 Issuance of the Certificate is conditioned on (a) the Division’s verification of good standing in the Home Jurisdiction, (b) payment of all requisite fees, and (c) appointment of a qualified Registered Agent.

IV. REPRESENTATIONS & WARRANTIES

4.1 Organization & Authority.
 The Applicant represents that it is duly organized, validly existing, and in good standing under the laws of its Home Jurisdiction.

4.2 Accuracy.
 All information set forth in this Application and any attachments is true, complete, and correct as of the date executed.

4.3 No Conflict.
 The execution and filing of this Application do not and will not violate the Applicant’s organizational documents or any material agreements or laws applicable to the Applicant.

4.4 Survival.
 The foregoing representations and warranties shall survive the issuance of the Certificate and remain in effect for so long as the Applicant is qualified to transact business in Utah.

V. COVENANTS & RESTRICTIONS

5.1 Ongoing Obligations.
 (a) Registered Agent & Office. Applicant shall continuously maintain a Registered Agent and registered office in Utah. Any change shall be filed with the Division within the statutory time frame.
 (b) Annual Renewal. Applicant shall file an annual report and pay the associated renewal fee on or before the anniversary date of the Certificate.
 (c) Corporate Governance. Applicant shall at all times remain in good standing in its Home Jurisdiction.
 (d) Tax Compliance. Applicant shall register with the Utah State Tax Commission and timely remit all required taxes.
 (e) Record-Keeping. Applicant shall maintain such books and records as Utah law may require for foreign entities authorized to conduct business in the state.

5.2 Restrictions.
 Applicant shall not engage in business activities outside the scope stated in § 3.1(a)(vii) without amending this Application as required by Utah law.

5.3 Notice & Cure.
 Applicant shall provide written notice to the Division of any material change affecting this Application within [30] days and shall cure any non-compliance within [60] days after receiving written notice from the Division.

VI. DEFAULT & REMEDIES

6.1 Events of Default.
 The following constitute defaults:
 (a) Failure to maintain a Registered Agent in Utah.
 (b) Failure to file the annual report or pay renewal fees.
 (c) Administrative dissolution, suspension, or loss of good standing in the Home Jurisdiction.
 (d) Submission of materially false or misleading information in this Application.

6.2 Division Remedies.
 Upon an Event of Default, the Division may, after statutory notice and opportunity to cure, administratively revoke or suspend the Certificate.

6.3 Reinstatement.
 Applicant may apply for reinstatement within the statutory period by curing all defaults and paying all applicable penalties and fees.

6.4 Attorney Fees & Costs.
 If the State of Utah or any party is compelled to enforce compliance, Applicant shall be responsible for all reasonable attorney fees and costs incurred in such enforcement.

VII. RISK ALLOCATION

[Indemnification, liability caps, and insurance provisions are not applicable to this Application per Client Metadata; intentionally omitted.]

7.1 Force Majeure.
 Applicant’s filing obligations hereunder are suspended only to the limited extent an act of God or other event of force majeure prevents timely performance and only for the duration of such event.

VIII. DISPUTE RESOLUTION

8.1 Governing Law.
 This Application and any disputes arising herefrom shall be governed by the laws of the State of Utah, without regard to its conflict-of-laws principles.

8.2 Forum Selection.
 The parties irrevocably submit to the exclusive jurisdiction of the [State Business Court] of Utah for any action arising out of or relating to this Application or the Certificate.

[Arbitration, jury waiver, and injunctive relief provisions are omitted as “not applicable” per Client Metadata.]

IX. GENERAL PROVISIONS

9.1 Amendments & Corrections.
 Any amendment or correction to this Application shall be filed with the Division on the prescribed form together with the applicable fee.

9.2 Assignment.
 The Certificate is non-assignable; however, the Applicant may convert, merge, or domesticate as permitted by statute, provided all required filings are timely made.

9.3 Severability.
 If any provision of this Application is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.4 Integration.
 This Application, together with required attachments and any subsequent amendments accepted by the Division, constitutes the entire filing required for foreign qualification and supersedes all prior submissions.

9.5 Electronic Signatures.
 Pursuant to Utah’s Uniform Electronic Transactions Act, electronic signatures shall be deemed original and legally binding.

9.6 Counterparts.
 This Application may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together constitute one instrument.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being duly authorized, executes this Application on the date set forth below and declares under penalty of perjury that the statements herein are true and correct.

[Optional Notarization Block – include if required by the Division or desired for evidentiary purposes.]

ATTACHMENT A

Certificate of Good Standing (Home Jurisdiction)

ATTACHMENT B

Corporate Resolution Authorizing Foreign Qualification
[// GUIDANCE: Provide a board or member resolution approving the filing and appointment of the Utah Registered Agent.]

ATTACHMENT C

Consent of Utah Registered Agent
[// GUIDANCE: Some practitioners attach a signed consent from the Registered Agent, though Utah permits inclusion within the application form.]