APPLICATION FOR CERTIFICATE OF AUTHORITY

to Transact Business in the Commonwealth of Virginia

(“Foreign Qualification Application”)

[// GUIDANCE: This template is intentionally drafted to track the information required by the Virginia State Corporation Commission (“SCC”) while providing additional contractual-style protections and clarity for sophisticated corporate governance. Delete or modify any provisions that are unnecessary for the specific filer or entity type (e.g., LLC vs. corporation).]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Ongoing Obligations
6. Default; Revocation; Remedies
7. Dispute Resolution & Governing Law
8. General Provisions
9. Execution Block
10. Attachments & Exhibits

1. DOCUMENT HEADER

This Application for Certificate of Authority (the “Application”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [LEGAL NAME OF FOREIGN ENTITY], a [ENTITY TYPE – e.g., corporation, limited liability company] organized under the laws of [HOME JURISDICTION] (the “Foreign Entity”); and
2. The Commonwealth of Virginia, acting through the State Corporation Commission (the “SCC”).

Recitals
A. The Foreign Entity was formed on [DATE OF FORMATION] and is currently in good standing under the laws of [HOME JURISDICTION].
B. The Foreign Entity desires to transact business in the Commonwealth of Virginia in accordance with Title 13.1 of the Code of Virginia and hereby submits this Application to obtain a Certificate of Authority from the SCC.
C. The Foreign Entity agrees to comply with all applicable Virginia statutes, regulations, and administrative requirements as a condition of qualification.

NOW, THEREFORE, the Foreign Entity hereby files this Application and agrees as follows:

2. DEFINITIONS

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

2.1 “Certificate of Authority” means the certificate issued by the SCC evidencing the Foreign Entity’s authority to transact business in the Commonwealth.
2.2 “Home Jurisdiction” means the state or country under whose laws the Foreign Entity is organized.
2.3 “Registered Agent” means the individual or entity appointed in Section 3.5 to receive service of process and official communications on behalf of the Foreign Entity in the Commonwealth.
2.4 “SCC” means the Virginia State Corporation Commission or any successor agency having jurisdiction over the administration of Title 13.1 of the Code of Virginia.
2.5 “Withdrawal” means the statutory procedure by which the Foreign Entity voluntarily surrenders its Certificate of Authority and ceases to transact business in the Commonwealth.

3. OPERATIVE PROVISIONS

3.1 Legal Name. The legal name of the Foreign Entity is “[LEGAL NAME OF FOREIGN ENTITY]”.
[// GUIDANCE: If the name is not available in VA, insert Section 3.1(a) designating an alternative “Designated Name” and attach appropriate resolution.]

3.2 Entity Details.
a. Entity Type: [CORPORATION / LLC / OTHER]
b. Date of Formation: [DATE OF FORMATION]
c. Duration: [PERPETUAL / SPECIFIED TERM UNTIL ___]

3.3 Principal Office. The physical and mailing address of the Foreign Entity’s principal office is:
[PRINCIPAL OFFICE STREET ADDRESS]
[PRINCIPAL OFFICE CITY, STATE, ZIP, COUNTRY]

3.4 Purpose. The Foreign Entity’s purpose for transacting business in Virginia is:
[GENERAL OR SPECIFIC PURPOSE – e.g., “to engage in any lawful business for which corporations may be organized in its Home Jurisdiction”].

3.5 Registered Agent and Registered Office in Virginia.
a. Registered Agent Name: [REGISTERED AGENT NAME]
b. Agent Qualification: [E.g., “a Virginia resident” OR “a domestic stock corporation authorized to transact business in Virginia”]
c. Registered Office Address (must be identical to business office of Registered Agent):
[REGISTERED AGENT PHYSICAL STREET ADDRESS, CITY, VA ZIP]
d. County/City of Registered Office: [COUNTY OR CITY]

3.6 Stock Information (Corporations Only).
a. Number of Authorized Shares: [_]
b. Par Value (if any): [_]
c. Number of Issued Shares: [____]

3.7 Certificate of Existence. A certificate of existence/good standing issued by the Home Jurisdiction not more than 12 months prior to the Effective Date is attached hereto as Exhibit A.

3.8 Consideration. The Foreign Entity shall pay the SCC’s prescribed filing fee contemporaneously with the submission of this Application.

4. REPRESENTATIONS & WARRANTIES

The Foreign Entity hereby represents, warrants, and certifies to the SCC that:

4.1 Good Standing. It is in good standing under the laws of its Home Jurisdiction as of the Effective Date.

4.2 Accuracy. The information contained in this Application, including all attachments and schedules, is true, correct, and complete.

4.3 Authority. The undersigned signatory possesses full power and authority to execute and submit this Application on behalf of the Foreign Entity.

4.4 Compliance. The Foreign Entity agrees to comply with Title 13.1 of the Code of Virginia, applicable regulations, and any lawful directives of the SCC.

4.5 No Conflict. Qualification in Virginia will not conflict with, breach, or violate the Foreign Entity’s governing documents or any agreement to which it is a party.

Survival. The representations and warranties set forth in this Section 4 shall survive the issuance of the Certificate of Authority.

5. COVENANTS & ONGOING OBLIGATIONS

5.1 Annual Registration Fee and Reports. The Foreign Entity shall timely pay all annual registration fees and file any required annual reports with the SCC.

5.2 Registered Agent/Office Maintenance. The Foreign Entity shall continuously maintain a Registered Agent and Registered Office in Virginia and will promptly file a statement of change upon any modification thereof.

5.3 Corporate Amendments. The Foreign Entity shall file with the SCC certified copies of any amendments to its articles of organization or incorporation that materially alter the information provided herein, including any change of name.

5.4 Service of Process. The Foreign Entity consents that service of process on the Registered Agent or, if service on the Registered Agent cannot be effected, on the Clerk of the SCC, shall be deemed valid and binding.

5.5 Business Licenses and Taxes. The Foreign Entity shall obtain all other licenses and pay all taxes required under Virginia law for the conduct of its business.

5.6 Record-Keeping. The Foreign Entity shall keep and maintain at its principal office true and correct copies of its organizational documents, minutes, resolutions, and other records as required by its Home Jurisdiction and applicable Virginia law.

6. DEFAULT; REVOCATION; REMEDIES

6.1 Events of Default. Any of the following shall constitute an “Event of Default”:
a. Failure to maintain a Registered Agent or Registered Office in Virginia;
b. Failure to pay any annual registration fee when due;
c. Failure to file required annual reports within the statutory period;
d. Revocation or dissolution in the Home Jurisdiction; or
e. Material misrepresentation in this Application.

6.2 Notice and Cure. Upon an Event of Default, the SCC may issue a notice of impending revocation. The Foreign Entity shall have [30] days from the date of such notice to cure the default to the satisfaction of the SCC.

6.3 Revocation. Failure to cure within the prescribed period shall subject the Foreign Entity’s Certificate of Authority to revocation by order of the SCC, in accordance with Title 13.1.

6.4 Effect of Revocation. Upon revocation, the Foreign Entity shall cease to transact business in Virginia other than as necessary to wind up and liquidate its affairs and shall remain liable for any accrued fees, penalties, and obligations.

6.5 Costs and Fees. The Foreign Entity shall be liable for all reasonable costs, administrative fees, and penalties assessed by the SCC arising out of any Event of Default.

7. DISPUTE RESOLUTION & GOVERNING LAW

7.1 Governing Law. This Application and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict-of-law rules.

7.2 Forum Selection. The Foreign Entity agrees that any judicial proceeding arising out of or relating to the qualification or continued authority of the Foreign Entity in Virginia shall be brought exclusively in the business court or other courts of competent jurisdiction in the Commonwealth of Virginia.

7.3 Arbitration; Jury Waiver; Injunctive Relief. Not applicable to this statutory filing.

8. GENERAL PROVISIONS

8.1 Amendments. This Application may be amended only by filing an amended application with the SCC in the form and manner prescribed by statute.

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

8.3 Entire Application. This document, together with all attachments and exhibits, constitutes the entire application for authority and supersedes all prior drafts, negotiations, and communications.

8.4 Electronic Signatures. The SCC accepts this Application in original, scanned, or electronically filed form, provided that any electronic signature complies with the Uniform Electronic Transactions Act as adopted in Virginia.

9. EXECUTION BLOCK

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

[Seal, if required]

STATE/COMMONWEALTH OF [_]
CITY/COUNTY OF [_]

On this _ day of _, 20__, before me, the undersigned Notary Public, personally appeared [SIGNATORY NAME], who acknowledged himself/herself to be the [TITLE] of [LEGAL NAME OF FOREIGN ENTITY], and that he/she, being authorized so to do, executed the foregoing instrument for the purposes therein contained.

Notary Public: _____
My commission expires: ___

[// GUIDANCE: Notarization is recommended for corporate governance formality, although the SCC does not always require it. Confirm current SCC filing requirements.]

10. ATTACHMENTS & EXHIBITS

Exhibit A – Certificate of Existence/Good Standing from Home Jurisdiction
Exhibit B – Resolution or Consent Authorizing Qualification in Virginia
Exhibit C – Name Consent/Designated Name Filing (if applicable)
Exhibit D – Cover Letter & SCC Filing Checklist

WITHDRAWAL PROCEDURES (Informational Schedule – Not Filed with SCC)

[// GUIDANCE: Provide this schedule to internal stakeholders or clients so they understand future withdrawal requirements.]

1. Prerequisites for Withdrawal
   a. Payment of all accrued and unpaid registration fees and penalties.
   b. Filing of any delinquent annual reports.
   c. Resolution of all outstanding tax liabilities to the Virginia Department of Taxation.

2. Filing the Application for Certificate of Withdrawal
   • Prepare and file Form SCC767 (corporations) or SCC1056 (LLCs), as may be updated by the SCC.
   • Attach a certified copy of a resolution or consent authorizing the withdrawal.
   • Pay the current SCC withdrawal filing fee.

3. Service of Process Post-Withdrawal
   • The Foreign Entity appoints the Clerk of the SCC as agent for service of process for any proceeding based on causes of action arising during its period of authority in Virginia.

4. Effective Date of Withdrawal
   • Withdrawal is effective upon issuance of the Certificate of Withdrawal by the SCC or on a delayed effective date specified in the filing, not to exceed 15 days after submission.

[// GUIDANCE: Always verify the latest SCC forms, fees, and statutory references immediately before filing, as administrative requirements are subject to change.]