STATE OF WYOMING
APPLICATION FOR CERTIFICATE OF AUTHORITY TO
TRANSACT BUSINESS AS A FOREIGN [CORPORATION/LLC/LP]

(“Foreign Qualification Application”)

[// GUIDANCE: This template is intended for use by foreign business entities (corporations, LLCs, limited partnerships, etc.) seeking authority to transact business in Wyoming. It tracks the substantive disclosure items required under Wyo. Stat. Ann. § 17-16-1503 (corporations), § 17-29-1002 (LLCs), and comparable provisions for other entity types, and embeds best-practice corporate representations and covenants. Bracketed text must be completed or revised prior to filing. All defined terms appear in Article 1. Attach the requisite Certificate of Existence (or Good Standing) from the home jurisdiction dated within 60 days of filing, and obtain a written consent from the proposed Wyoming Registered Agent.]

I. DOCUMENT HEADER

1.1 Filing Office: Wyoming Secretary of State
1.2 Filing Instrument: Application for Certificate of Authority
1.3 Filing Date: [EFFECTIVE DATE]
1.4 File Stamp Area: _________
1.5 Applicant: [FULL LEGAL NAME OF ENTITY] (the “Company”)
1.6 Home Jurisdiction: [STATE / COUNTRY OF ORGANIZATION]
1.7 Entity Type: [CORPORATION / LIMITED LIABILITY COMPANY / etc.]

ARTICLE 1 – DEFINITIONS

For purposes of this Application, the following capitalized terms have the meanings set forth below. Terms defined in the Wyoming Business Corporation Act (“WBCA”) or other applicable Wyoming statutes have the meanings assigned thereto unless otherwise defined herein.

“Effective Date” means the date stamped on the Certificate of Authority issued by the Wyoming Secretary of State.

“Registered Agent” means the Wyoming-based individual or business entity appointed pursuant to § 17-28-101 et seq. to receive service of process on behalf of the Company.

“Secretary of State” means the Secretary of State of the State of Wyoming.

ARTICLE 2 – APPLICATION STATEMENTS

Pursuant to Wyo. Stat. Ann. § 17-16-1503 (or comparable statute for the Company’s entity type), the Company hereby applies for authority to transact business in the State of Wyoming and states:

2.1 Exact Name in Home Jurisdiction:
[NAME EXACTLY AS ON ORGANIZING DOCUMENTS]

2.2 Alternate Name in Wyoming (if original name is unavailable or non-compliant):
[ALTERNATE NAME, if any]

2.3 Date of Formation:
[MM/DD/YYYY]

2.4 Duration:
[PERPETUAL / SPECIFIED TERM UNTIL MM/DD/YYYY]

2.5 Principal Office Address:
Street: ______
City, State, Zip, Country: _________

2.6 Mailing Address (if different):

2.7 Wyoming Registered Agent:
Name: _____
Physical Address (no P.O. Boxes): ___
City, WY Zip: ____
Consent of Registered Agent attached as Exhibit B.

2.8 Nature of Business to Be Conducted in Wyoming:
[GENERAL CHARACTER OF BUSINESS—use NAICS code if available]

2.9 Authorized Capital (Corporations only):
a. Authorized Shares: ____
b. Par Value (if any): ___
c. Class/Series designations: ______

2.10 Names & Business Addresses of Officers/Directors, or Managers/Members (LLC), or General Partners (LP):
[LIST—attach additional pages if necessary]

2.11 Certificate of Existence from Home Jurisdiction dated: [MM/DD/YYYY] (attached as Exhibit A).

ARTICLE 3 – REPRESENTATIONS & WARRANTIES

The Company represents and warrants to the Secretary of State and all persons relying hereon that, as of the Effective Date:

3.1 Good Standing. The Company is duly organized, validly existing, and in good standing under the laws of its Home Jurisdiction.

3.2 Corporate Power. The Company possesses the requisite power and authority to transact the business described in § 2.8 both in its Home Jurisdiction and in Wyoming.

3.3 Due Authorization. The execution, delivery, and filing of this Application have been duly authorized by all necessary corporate or other entity action.

3.4 Accuracy of Information. All information contained in this Application, and in all attachments hereto, is true, correct, and complete in all material respects as of the date of filing.

[// GUIDANCE: These representations track standard corporate opinion language and establish a basis for administrative revocation if false.]

ARTICLE 4 – COVENANTS

For so long as the Company is authorized to transact business in Wyoming, the Company covenants that it will:

4.1 Registered Agent/Office. Continuously maintain a Registered Agent and registered office in Wyoming as required by law, and file any change of agent or address within the statutory timeframe.

4.2 Annual Report & License Tax. File the Wyoming Annual Report (or Public Information Report, as applicable) and pay associated license taxes or fees on or before the first day of the anniversary month of its formation each year.

4.3 Amendments. Promptly file an amended Certificate of Authority if any statement in this Application becomes materially inaccurate, including changes to the entity’s name, duration, or principal office.

4.4 Compliance With Wyoming Law. Comply with all applicable provisions of the WBCA, Wyoming Limited Liability Company Act, Wyoming Registered Agents Act, tax statutes, and any other law governing the Company’s activities in Wyoming.

ARTICLE 5 – DEFAULT & ADMINISTRATIVE REMEDIES

5.1 Grounds for Revocation. The Secretary of State may revoke the Company’s Certificate of Authority for failure to comply with its statutory obligations, including but not limited to those set forth in Article 4, after notice and the opportunity to cure as provided by Wyo. Stat. Ann. § 17-16-1532.

5.2 Effect of Revocation. Upon administrative revocation, the Company shall cease transacting business in Wyoming except as necessary to wind up and liquidate its affairs, and may be subject to monetary penalties and loss of the right to maintain any proceeding in Wyoming courts.

ARTICLE 6 – MISCELLANEOUS

6.1 Governing Law. This Application and the rights of the parties hereto shall be governed by the laws of the State of Wyoming without regard to its conflict-of-laws rules.

6.2 Severability. If any provision of this Application is held invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall be construed to give maximum lawful effect to the intent of the Company.

6.3 Integration. This Application, together with all exhibits and schedules hereto, constitutes the complete and exclusive statement of the Company’s statements required for foreign qualification in Wyoming.

ARTICLE 7 – EXECUTION

IN WITNESS WHEREOF, the undersigned duly authorized officer/manager/general partner of the Company executes this Application and affirms its accuracy under penalty of perjury on this _ day of _, 20__.

[NAME OF AUTHORIZED SIGNATORY]
[Title]
[FOREIGN ENTITY NAME]

ACKNOWLEDGMENT OF REGISTERED AGENT
The undersigned hereby consents to serve as Registered Agent in the State of Wyoming for the above-named Company.

[NAME OF REGISTERED AGENT]
Date: _____

EXHIBIT A – Certificate of Existence (Good Standing)
EXHIBIT B – Written Consent of Registered Agent
SCHEDULE 1 – Ongoing Compliance Checklist (Wyoming)
SCHEDULE 2 – Summary of Withdrawal Procedures

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SCHEDULE 1
ONGOING COMPLIANCE CHECKLIST (WYOMING)
=======================================================================
1. Annual Report & License Tax
• Due: Anniversary month of formation each year
• File online at sos.wyo.gov or submit paper form
• Pay license tax based on assets employed in Wyoming
2. Registered Agent Maintenance
• Keep physical address in Wyoming (no P.O. Box)
• File “Statement of Change” within 30 days of any change
3. Amendments
• File Amended Certificate of Authority within 30 days of any of the following:
– Change of corporate name
– Change of duration, entity type, or jurisdiction
– Merger, conversion, or domestication affecting Company identity
4. Business Licenses & Taxes
• Obtain county/municipal licenses as applicable
• Register with Wyoming Department of Revenue if taxable sales occur
5. Record-Keeping
• Maintain copies of filed documents, tax returns, and Wyoming meeting minutes at principal office for at least six (6) years

=======================================================================
SCHEDULE 2
SUMMARY OF WITHDRAWAL PROCEDURES
=======================================================================
A. Statutory Basis
• Wyo. Stat. Ann. § 17-16-1530 (corporations) / § 17-29-1007 (LLCs) permits voluntary withdrawal of a foreign entity’s authority.

B. Filing Instrument
• File “Application for Certificate of Withdrawal” (Secretary of State form) stating:
1. Corporate name and jurisdiction
2. That the Company is not transacting business in Wyoming
3. That it revokes the authority of its Registered Agent and consents to service of process for actions arising from activities during qualification
4. Mailing address for future service of process
5. Commitment to notify Secretary of State of any change for five (5) years

C. Tax Clearance
• Pay all outstanding license taxes and file final Annual Report prior to submission.

D. Effective Date
• Withdrawal is effective on the date the Secretary of State files the Certificate of Withdrawal.

E. Post-Withdrawal
• The Company may not transact new business in Wyoming but may wind up affairs and defend claims.

[// GUIDANCE: Include a certified copy of the resolution authorizing withdrawal, obtain tax clearance if required, and file the Withdrawal Application with the applicable fee (check current fee schedule).]