**APPLICATION FOR CERTIFICATE OF AUTHORITY
(FOREIGN ENTITY QUALIFICATION – WISCONSIN)**
[// GUIDANCE: This template is designed for use by a foreign business corporation, LLC, LP, or other statutorily-recognized entity seeking authority to transact business in the State of Wisconsin under Wis. Stat. chs. 180, 181, 183, or 179, as applicable. Delete all bracketed guidance before filing.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation (Intentionally Omitted)
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
Application For Certificate Of Authority
By [LEGAL NAME OF FOREIGN ENTITY], a [corporation / limited liability company / limited partnership / other] organized under the laws of [Home Jurisdiction] (the “Applicant”).
Effective Date: The date this Application is duly filed and accepted for record by the Wisconsin Department of Financial Institutions (“DFI”) or [DELAYED EFFECTIVE DATE] if specified pursuant to Wis. Stat. § [appropriate statute].
Recitals
A. Applicant was formed on [Formation Date] in [Home Jurisdiction] and is presently in good standing therein.
B. Applicant desires to transact business in the State of Wisconsin and is required by Wisconsin law to obtain a Certificate of Authority prior to commencing such activities.
C. Applicant submits this Application in accordance with the Wisconsin [Business Corporation Law / Limited Liability Company Law / Limited Partnership Law], including Wis. Stat. § [180.1503 / 183.1007 / 179.86] (the “Foreign Qualification Statute”).
2. DEFINITIONS
For purposes of this Application, the following terms have the meanings set forth below. Defined terms appear in initial capital letters throughout the document.
“Applicant” – The foreign entity identified in Section 1.
“Certificate of Authority” – The certificate issued by DFI evidencing Applicant’s authority to transact business in Wisconsin.
“DFI” – The Wisconsin Department of Financial Institutions, Division of Corporate & Consumer Services.
“Foreign Qualification Statute” – Wis. Stat. § [insert correct statute] and all related provisions governing foreign entities.
“Home Jurisdiction” – The state or foreign country in which Applicant was originally organized.
“Qualified Status” – The status of being duly authorized to transact business in Wisconsin.
“Registered Agent” – The individual or business entity appointed under Section 3.4 to receive service of process in Wisconsin.
“Registered Office” – The physical address in Wisconsin where the Registered Agent maintains an office.
3. OPERATIVE PROVISIONS
3.1 Name in Home Jurisdiction.
a. Legal Name: [Legal Name] (the “Name”).
b. Fictitious Name (if Name not available in Wisconsin): [Fictitious Name].
[// GUIDANCE: Confirm availability with DFI before filing. Wis. Stat. § [180.1506].]
3.2 Home Jurisdiction & Formation Details.
a. Jurisdiction of Formation: [State/Country].
b. Date of Formation: [MM/DD/YYYY].
c. Duration: [Perpetual / Term Expires MM/DD/YYYY].
3.3 Principal Office.
Street Address: [Street, City, State, Zip, Country].
3.4 Registered Agent & Registered Office in Wisconsin.
a. Registered Agent Name: [Full Legal Name].
b. Registered Office Physical Address (no P.O. Boxes):
[Street]
[City], Wisconsin [ZIP].
c. Mailing Address (if different): [Address].
3.5 Business Purpose in Wisconsin.
Applicant’s activities will include: [brief statement of business purpose].
3.6 Officers / Directors / Managers / General Partners.
Attached Exhibit A lists the names and business addresses of all current [officers & directors / managers & members / general partners] of Applicant.
3.7 Home Jurisdiction Good Standing Certificate.
Applicant has attached Exhibit B: A Certificate of Existence/Good Standing issued by the [Secretary of State / comparable authority] of the Home Jurisdiction dated not more than 90 days prior to the filing of this Application.
3.8 Appointment of DFI as Statutory Agent.
Pursuant to the Foreign Qualification Statute, Applicant irrevocably appoints DFI as its agent for service of process should Applicant fail to maintain a Registered Agent in Wisconsin.
3.9 Filing Fee.
Applicant shall tender the prescribed filing fee of $[Amount] concurrently with this Application.
3.10 Delayed Effective Date (Optional).
If a delayed effective date is desired, specify: [MM/DD/YYYY], not to exceed 90 days after filing.
4. REPRESENTATIONS & WARRANTIES
Applicant represents and warrants to DFI as follows:
4.1 Valid Existence. Applicant is a duly organized and validly existing entity under the laws of its Home Jurisdiction, with full power and authority to execute and file this Application.
4.2 Authorization. The execution, delivery, and filing of this Application have been duly authorized by all necessary entity action in compliance with the governing documents of Applicant and applicable law.
4.3 Accuracy. The information contained in this Application, including all Exhibits, is true, correct, and complete as of the date of execution.
4.4 No Conflicts. The filing of this Application does not and will not conflict with or violate (i) the governing documents of Applicant, (ii) any material agreement binding upon Applicant, or (iii) any law or court order applicable to Applicant.
4.5 Compliance with Home Jurisdiction. Applicant is in compliance with all filing, tax, and reporting obligations in its Home Jurisdiction and is not subject to any pending dissolution, suspension, or administrative revocation proceedings.
4.6 Survival. The representations and warranties herein shall survive issuance of the Certificate of Authority.
5. COVENANTS & RESTRICTIONS
5.1 Annual Report. Applicant shall file an annual report with DFI on or before the statutory due date and pay the associated fee pursuant to Wis. Stat. § [appropriate statute].
5.2 Registered Agent & Office. Applicant shall continuously maintain a Registered Agent and Registered Office in Wisconsin and notify DFI of any change within the time prescribed by law.
5.3 Name Changes. Applicant shall notify DFI of any change to its legal or fictitious name within 30 days of the change.
5.4 Compliance with Wisconsin Law. Applicant shall comply with all applicable Wisconsin statutes, regulations, and administrative rules governing its business activities, including taxation and licensing requirements.
5.5 Records. Applicant shall maintain in Wisconsin or electronically-accessible records the documents required under Wis. Stat. § [appropriate statute] and shall make them available for inspection in accordance with law.
5.6 Withdrawal. Applicant may voluntarily surrender its Qualified Status by filing a Statement of Withdrawal in accordance with Section 6.3 and Wis. Stat. § [180.1520 / 183.1020 / 179.89].
5.7 Foreign Qualification Limitation. Authority to transact business in Wisconsin does not authorize Applicant to engage in any activity that a domestic entity of the same type is not permitted to undertake.
6. DEFAULT & REMEDIES
6.1 Events of Default. The following constitute events of default:
a. Failure to file the required annual report within the statutory time;
b. Failure to maintain a Registered Agent/Office;
c. Failure to pay any fees or penalties due;
d. Submission of materially false or misleading information in this Application or any subsequent filing.
6.2 Administrative Revocation. Upon the occurrence of an Event of Default and the lapse of statutory cure periods, DFI may administratively revoke Applicant’s Certificate of Authority pursuant to Wis. Stat. § [180.1531 / 183.1021 / 179.90].
6.3 Voluntary Withdrawal. Applicant may terminate its Qualified Status by filing a Statement of Withdrawal, paying the required fee, and appointing DFI as agent for service of process on causes of action arising prior to withdrawal.
6.4 Reinstatement. If administratively revoked, Applicant may apply for reinstatement within the statutory period by curing all defaults and paying all required fees and penalties.
7. RISK ALLOCATION
[Not applicable – intentionally omitted in accordance with user metadata.]
8. DISPUTE RESOLUTION
8.1 Governing Law. All questions concerning the construction, validity, and interpretation of this Application shall be governed by the laws of the State of Wisconsin without regard to its conflict-of-laws principles.
8.2 Forum Selection. Applicant consents to the exclusive jurisdiction of the Wisconsin Circuit Court, Business Court Docket, Dane County, for any proceeding arising out of or relating to its Qualified Status.
8.3 Arbitration; Jury Waiver; Injunctive Relief. Not applicable per metadata.
9. GENERAL PROVISIONS
9.1 Amendments. Applicant may amend this Application by filing Articles/Certificates of Amendment with DFI as permitted by statute.
9.2 Severability. If any provision of this Application is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
9.3 Entire Application. This document, together with all Exhibits, constitutes the complete application required for foreign qualification under Wisconsin law.
9.4 Electronic Signatures. Electronic signatures affixed hereto and electronic submission of this Application shall have the same legal effect as original signatures, to the fullest extent permitted by Wis. Stat. ch. 137.
9.5 Counterparts. This Application may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
9.6 Successors and Assigns. The obligations and benefits of Applicant’s Qualified Status shall inure to and be binding upon Applicant’s successors and assigns.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned, being duly authorized, executes this Application on behalf of the Applicant.
| Applicant: | [LEGAL NAME OF FOREIGN ENTITY] |
| Signature: | _______ |
| Name & Title: | [Printed Name], [Corporate Title] |
| Date: | [MM/DD/YYYY] |
Registered Agent’s Consent
I, the undersigned, hereby consent to serve as Registered Agent in Wisconsin for the above-named Applicant and affirm that the address set forth in Section 3.4 is my registered office.
| Registered Agent: | [Full Legal Name] |
| Signature: | _______ |
| Name & Title: | [Printed Name & Capacity] |
| Date: | [MM/DD/YYYY] |
[// GUIDANCE: Notarization is generally not required for DFI filings; verify if a particular entity type requires notarization before submitting.]
EXHIBIT A
Officers / Directors / Managers / General Partners
[INSERT TABLE]
EXHIBIT B
Certificate of Good Standing / Existence
[ATTACH ORIGINAL CERTIFICATE — must be dated within 90 days of filing.]
[// GUIDANCE:
1. Confirm the correct statutory citations for the specific entity type.
2. Confirm filing fee amounts at https://www.wdfi.org before submission.
3. Maintain a file-stamped copy of the Certificate of Authority for corporate records and to facilitate opening Wisconsin bank accounts, obtaining state tax numbers, and satisfying licensing authorities.]