APPLICATION FOR CERTIFICATE OF AUTHORITY

To Transact Business in the State of Vermont

(Foreign Business Entity)

[// GUIDANCE: This template follows the requirements of 11A V.S.A. § 15.03 (foreign business corporations) and, with minor modification, may be adapted for foreign LLCs under 11 V.S.A. § 4051. Confirm entity-specific statutory references before filing.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Qualification Statements
   3.2 Ongoing Obligations
   3.3 Withdrawal Procedure Acknowledgement
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation (Reserved)
8. Dispute Resolution (Reserved)
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

Application for Certificate of Authority (this “Application”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by [FOREIGN ENTITY LEGAL NAME], a [CORPORATE/LLC] organized under the laws of the State of [HOME JURISDICTION] (the “Applicant”), in favor of the Secretary of State of the State of Vermont (the “Vermont SOS”).

WHEREAS, the Applicant desires to transact business in the State of Vermont as defined in 11A V.S.A. § 15.01; and

WHEREAS, 11A V.S.A. § 15.03 requires a foreign [CORPORATION/LLC] to obtain a Certificate of Authority prior to conducting such business;

NOW, THEREFORE, the Applicant submits this Application and states as follows:

2. DEFINITIONS

“Applicant” means the foreign business entity identified in Section 1.
“Certificate of Authority” means the certificate issued by the Vermont SOS evidencing the Applicant’s authority to transact business in Vermont.
“Home Jurisdiction” means the state or country under whose laws the Applicant is organized.
“Registered Agent” means the individual or entity appointed under Section 3.1(f) authorized to receive service of process in Vermont.
“Vermont SOS” means the Vermont Secretary of State, Corporations Division.

3. OPERATIVE PROVISIONS

3.1 Qualification Statements

(a) Legal Name. The Applicant’s exact legal name is: [FOREIGN ENTITY LEGAL NAME].
(b) Alternate Name (if required). If the legal name is unavailable in Vermont, the Applicant shall transact business under the name [DESIGNATED ALTERNATE NAME] pursuant to 11A V.S.A. § 15.06.
(c) Entity Type. [CORPORATION / LIMITED LIABILITY COMPANY / OTHER].
(d) Date & Duration of Formation. The Applicant was incorporated/organized on [DATE] and is of [PERPETUAL / SPECIFIED] duration.
(e) Principal Office. [STREET ADDRESS, CITY, STATE, ZIP, COUNTRY].
(f) Registered Office & Agent in Vermont. 
 Registered Agent: [NAME]
 Street Address: [VT STREET ADDRESS, CITY, VT ZIP]
(g) Purpose. The Applicant is authorized in its Home Jurisdiction to engage in the following business activities: [BRIEF PURPOSE STATEMENT].
(h) Directors / Managers. List names and business addresses of the individuals exercising governance authority:
 i. [NAME], [ADDRESS]
 ii. [NAME], [ADDRESS]
(i) Officers (if applicable). List titles, names, and business addresses:
 i. [TITLE – NAME – ADDRESS]
 ii. [TITLE – NAME – ADDRESS]
(j) Good Standing. A certificate of existence or good standing issued by the governing agency of the Home Jurisdiction, dated not more than ninety (90) days prior to the Effective Date, is attached hereto as Exhibit A.
(k) Tax Compliance Contact. Designated individual for Vermont tax correspondence: [NAME, ADDRESS, EMAIL, PHONE].

3.2 Ongoing Obligations

(a) Annual Report. The Applicant shall file an annual report with the Vermont SOS and pay all associated fees on or before the statutory deadline each calendar year.
(b) Registered Agent Maintenance. The Applicant shall continuously maintain a Registered Agent and registered office in Vermont. Any change shall be filed with the Vermont SOS within thirty (30) days.
(c) Filing Fees & Taxes. The Applicant shall timely remit all franchise taxes, filing fees, and any other assessments imposed under Vermont law.
(d) Record-Keeping. The Applicant shall maintain at its principal office the records required by 11A V.S.A. § 16.01 and shall provide copies to the Vermont SOS upon request.
(e) Amendments. The Applicant shall promptly file an amended application whenever the information contained herein becomes inaccurate, pursuant to 11A V.S.A. § 15.04.

3.3 Withdrawal Procedure Acknowledgement

The Applicant acknowledges that to cease doing business in Vermont it must file (i) a Statement of Withdrawal pursuant to 11A V.S.A. § 15.20, and (ii) all reports and fees then due, after which its authority shall be terminated as of the effective date stated in the filed withdrawal.

4. REPRESENTATIONS & WARRANTIES

The Applicant hereby represents and warrants to the Vermont SOS that:
4.1 Legal Existence. It is duly organized, validly existing, and in good standing under the laws of its Home Jurisdiction.
4.2 Authorization. The execution and submission of this Application have been duly authorized by all necessary corporate or organizational action.
4.3 Accuracy. The information contained in this Application and any attachments is true, correct, and complete as of the Effective Date.
4.4 Compliance. The Applicant has complied with all filing requirements of its Home Jurisdiction and is not in default under the laws thereof.
4.5 No Conflict. The Applicant’s qualification in Vermont does not and will not conflict with or result in a breach of its organizational documents or any agreement to which it is a party.

[// GUIDANCE: If any representation is qualified by “knowledge” or “materiality,” insert appropriate qualifiers.]

5. COVENANTS & RESTRICTIONS

5.1 Legal Compliance. The Applicant shall comply with all applicable Vermont statutes, regulations, and ordinances relating to foreign entities, including but not limited to the Vermont Business Corporation Act.
5.2 Service of Process. The Applicant irrevocably appoints its Registered Agent for service of process and consents that service on such agent shall be deemed service upon the Applicant.
5.3 Jurisdiction. Pursuant to 11A V.S.A. § 15.10, the Applicant consents to the jurisdiction of Vermont courts for any cause of action arising in the State.
5.4 Public Benefit (if applicable). If the Applicant is a benefit corporation, it shall comply with all public benefit reporting obligations.

6. DEFAULT & REMEDIES

6.1 Events of Default. The following shall constitute events of default:
 (a) Failure to maintain a Registered Agent in Vermont;
 (b) Failure to file any required annual report within sixty (60) days after the due date;
 (c) Non-payment of any fee or tax imposed by Vermont law after written notice and a thirty (30)-day cure period; or
 (d) Submission of materially false or misleading information in this Application.

6.2 Administrative Remedy. Upon the occurrence of any Event of Default, the Vermont SOS may revoke or suspend the Applicant’s Certificate of Authority pursuant to 11A V.S.A. § 15.31 after statutory notice.

6.3 Reinstatement. The Applicant may seek reinstatement by curing all defaults and submitting the required reinstatement application and fees within the statutory time frame.

7. RISK ALLOCATION (Reserved)

[// GUIDANCE: Traditional indemnity and liability clauses are not customary in statutory filings and are therefore intentionally omitted.]

8. DISPUTE RESOLUTION (Reserved)

[// GUIDANCE: Litigation/arbitration provisions are unnecessary; jurisdiction is statutorily established under 11A V.S.A. § 15.10.]

9. GENERAL PROVISIONS

9.1 Amendment & Waiver. No amendment to this Application shall be effective until filed with and accepted by the Vermont SOS. The Vermont SOS may not waive statutory requirements except as permitted by law.
9.2 Severability. If any provision of this Application is determined to be invalid under applicable law, the remaining provisions shall remain in full force and effect.
9.3 Integration. This Application, together with all attachments and statutory filings, constitutes the entire statement required for qualification under Vermont law.
9.4 Electronic Filing. Pursuant to Vermont SOS guidelines, this Application may be filed electronically and executed with electronic signatures compliant with 9 V.S.A. § 276.
9.5 Counterparts. This Application may be executed in one or more counterparts, each of which shall be deemed an original.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned duly authorized officer/manager of the Applicant has executed this Application as of the Effective Date.

NOTARIZATION (Required for paper filings)

State of __
County of __

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

Notary Public
My commission expires: _______

EXHIBIT A

Certificate of Good Standing / Existence from Home Jurisdiction (attach)

EXHIBIT B (optional)

Adopted Alternate Name Consent & Resolution

[// GUIDANCE: File electronically via the Vermont SOS Online Business Service Center when possible to expedite processing. Confirm current filing fees (subject to periodic change).]