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Application for Certificate of Authority (Connecticut)

This is an application for certificate of authority for a foreign corporation in Connecticut. The form provided here is simply a sample of what the actual Form SC 105 looks like.

APPLICATION FOR CERTIFICATE OF AUTHORITY
FOREIGN CORPORATION

Office of the Secretary of the State
30 Trinity Street / P.O. Box 150470 / Hartford, CT 06115-0470 / Rev. 12/1999

Space For Office Use Only


1. NAME OF CORPORATION IN ITS STATE OR COUNTRY OF FORMATION:

_____________________

2. THE CORPORATION'S NAME IS NOT AVAILABLE FOR USE IN CONNECTICUT.
THE CORPORATION SHALL, THEREFORE, TRANSACT BUSINESS IN CONNECTICUT UNDER THE FOLLOWING NAME:

(Complete only if the name of the corporation is not available for use in Connecticut)

_____________________

3. CHECK EITHER A. OR B.

____ A. The corporation is organized for profit.

____ B. The corporation is nonprofit.

4. STATE/COUNTRY OF INCORPORATION: _____________________

5. DATE OF INCORPORATION: _____________________

6. DURATION: (CHECK ONE)

____ PERPETUAL

____ OTHER (SPECIFY) _____________________

7. DATE CORPORATION BEGAN TRANSACTING BUSINESS/ CONDUCTING AFFAIRS IN CONNECTICUT:

_____________________ MONTH/DAY/YEAR

8. PRINCIPAL OFFICE ADDRESS OF THE CORPORATION:

Street _____________________

City _____________________

State _____________________

Zip Code _____________________

9. MAILING ADDRESS OF THE CORPORATION:

Street _____________________

City _____________________

State _____________________

Zip Code _____________________

10. OFFICERS

NAME _____________________

TITLE _____________________

RESIDENCE ADDRESS

Street _____________________

City _____________________

State _____________________

Zip Code _____________________

BUSINESS ADDRESS

Street _____________________

City _____________________

State _____________________

Zip Code _____________________


NAME _____________________

TITLE _____________________

RESIDENCE ADDRESS

Street _____________________

City _____________________

State _____________________

Zip Code _____________________

BUSINESS ADDRESS

Street _____________________

City _____________________

State _____________________

Zip Code _____________________


Note: If additional space is needed, please reference an 8 l/2 X 11 attachment

11. DIRECTORS

NAME _____________________

RESIDENCE ADDRESS

Street _____________________

City _____________________

State _____________________

Zip Code _____________________

BUSINESS ADDRESS

Street _____________________

City _____________________

State _____________________

Zip Code _____________________

NAME _____________________

RESIDENCE ADDRESS

Street _____________________

City _____________________

State _____________________

Zip Code _____________________

BUSINESS ADDRESS

Street _____________________

City _____________________

State _____________________

Zip Code _____________________

12. APPOINTMENT OF REGISTERED AGENT FOR SERVICE OF PROCESS(Check A or complete B.)

A. ____ The corporation appoints the Secretary of the State of Connecticut and his successors in office to be its agent upon whom any process, in any action or proceeding against it, may be served.

B. Print or type name of agent

_____________________

Business address: (P.O. Box unacceptable)

Street _____________________

City _____________________

State _____________________

Zip Code _____________________

Residence address: (P.O. Box unacceptable)

Street _____________________

City _____________________

State _____________________

Zip Code _____________________

Acceptance of Appointment

Signature of Agent _____________________

13. EXECUTION

Dated this _____________________ day of _____________________, 20_______.

Print or type name of signatory _____________________

Capacity of signatory _____________________

Signature _____________________


-----------------------------
INSTRUCTIONS FOR FILLING OUT THIS FORM
-----------------------------

Instructions correspond with numbered entries on the form

1. NAME OF CORPORATION IN STATE OR COUNTRY OF FORMATION: Please provide the name of the corporation as it appears on the certificate of legal existence submitted with the application.

2. IF NAME PROVIDED IN NUMBER 1 ABOVE IS NOT AVAILABLE FOR USE IN CONNECTICUT, THE NAME UNDER WHICH CORPORATION SHALL TRANSACT BUSINESS IN CONNECTICUT: If the corporation's name is not available, please provide a name (which may be a fictitious name) that shall be used in the state of Connecticut and which must be distinguishable from all other business names on record at the Office of the Secretary of the State. Whenever a corporation adopts a fictitious name to transact business in this state. it must supply a copy of the resolution of its boards of directors, certified by its secretary, adopting the fictitious name.

3. CHECK EITHER A. OR B.: Place a check on the appropriate line to designate whether the corporation is organized for profit or nonprofit.

4. STATE/COUNTRY OF INCORPORATION: Please provide the corporation's state or country of formation. Note: the state or country, must match the state or country of incorporation indicated on the corporation's certificate of legal existence.

5. DATE OF INCORPORATION: Please provide the complete date upon which the corporation was formed in its state or country of incorporation. The date must be in the form of a month, day and year and must match the date of incorporation presented on the corporation's certificate of legal existence.

6. DURATION: Please indicate whether the corporation has perpetual existence or has a limited duration by placing a check mark next to the appropriate designation. Note: if a check mark is placed next to "OTHER", the corporation must precisely specify the limit to its duration.

7. DATE CORPORATION BEGAN TRANSACTION BUSINESS/CONDUCTING AFFAIRS IN CONNECTICUT: Please provide the exact month, day and year upon which the corporation began transacting business/conducting affairs in Connecticut.

8. PRINCIPAL OFFICE ADDRESS OF THE CORPORATION: Please provide a complete street address of the corporation's principal office including a street number, street name, city, state, postal code and country if other than the United States. Note: P.O. boxes are only acceptable as additional information.

9. MAILING ADDRESS OF THE CORPORATION: Please supply an address, which may be a P.O. Box, to which the Office of the Secretary of the State must mail all matter required or permitted to the corporation by either the Business Corporation Act or the Revised Nonstock Corporation Act.

10.OFFICERS: Please provide the name of all of the corporation's officers, their titles and their address( Complete street addresses including a street number, street name, city, state, postal code and country if other than the United States are required. Note: P.O. boxes are only acceptable as additional information.

11. DIRECTORS: Please provide the name of all of the corporation's directors and their address(s). Include complete street addresses, including a street number, street name, city, state, postal code and country, if other than the United States are required. Note: P.O. boxes are only acceptable as additional information.

12. APPOINTMENT OF REGISTERED AGENT: The corporation may not appoint itself as its registered agent. The corporation may appoint either the Secretary of the State by placing a check next to selection A or a natural person who is a resident of Connecticut, a Connecticut corporation or foreign corporation which has a certificate of authority transact business in Connecticut by completing item B.

Please note the following: if the agent being appointed is a natural person that person's business address must be provided under the heading Business/registered office address and their residence address under the heading Residence address; if the agent appointed is a corporation, it should provide its principal office address under the business/registered office address heading; the agent must sign accepting the appointment in the space provided; the signatory must state the capacity under which they sign if signing on behalf of a corporation; and all addresses must include a street number, street name, city, state, postal code.

13. EXECUTION: The document must be executed by an authorized official of the corporation. That person must print or type their name, state the capacity under which they sign and provide a signature. The execution constitutes a legal statement under the penalties of false statement that the information provided in the document is true.


SECRETARY OF THE STATE
30 TRINITY STREET
POST OFFICE BOX 150470
HARTFORD, CT 06115-0470

APPLICATION FOR A CERTIFICATE OF AUTHORITY FOREIGN NONSTOCK CORPORATION

Filing Fee: $20

A foreign nonprofit corporation desiring to transact business in Connecticut may obtain a certificate of authority by filing the Application for Certificate of Authority. The Application includes an appointment of the registered agent. An original certificate of the corporation's legal existence from the state of incorporation, authenticated by a proper officer of that state, must accompany the Application for Certificate of Authority. Such certificate must be received within 90 days from the date of issuance.

Please note that the name of the foreign corporation filing an application for a certificate of authority must contain a word or words of corporate designation, even if the laws of its state of incorporation do not so require. If specific words or abbreviations are regarded as corporate designations in a foreign language, the filing must be accompanied by a legal opinion stating that fact. Documents submitted in any language other than English require an English translation. FAILURE TO PROVIDE ANY OF THE ABOVE INFORMATION WILL RESULT IN THE REJECTION OF THE DOCUMENT.

Also, the foreign corporation's name must be distinguishable from the name of another active business on our records; when it is not, the corporation may adopt for use in this state a fictitious name. The fictitious name must be distinguishable from other business names on record and must contain a word or words of corporate designation, such as "incorporated" or an abbreviation such as "carp". Please see the Connecticut Revised Nonstock Corporation Act for a complete list of appropriate corporate designations.

If the corporation wishes to adopt a fictitious name for use in Connecticut, it must present for filing a resolution by its board of directors, certified by its secretary, adopting the fictitious name along with its Application for Certificate of Authority. Please also note the following information relating to the use of a fictitious name: a fictitious name may only be used by a foreign corporation when its real name is unavailable for use in Connecticut; once the real name of the corporation becomes available, the fictitious name may no longer be used; the corporation may not amend its certificate of authority to change a fictitious name; if a fictitious name is used, the corporation will be indexed on our records under that name and no other. For further information regarding a foreign corporation's use of fictitious name in this state, please refer to the Connecticut Revised Nonstock Corporation Act.

After tiling a certificate of authority foreign corporations are required to file an annual report with the Secretary of the State every year by the end of the month which marks the anniversary date of the tiling of its Application for Certificate of Authority. Report forms will be mailed to the corporation at its most current address of record. It is the corporation's responsibility to notify this office of any changes to its mailing, principal office, or executive office addresses.

In the event a foreign corporation holding a certificate of authority changes its corporate name, place of incorporation, or the period of its duration, it must apply for an amended certificate of authority.

MAKE CHECKS PAYABLE TO THE SECRETARY OF THE STATE


SECRETARY OF THE STATE
30 TRINITY STREET
POST OFFICE BOX 150470
HARTFORD. CT 06115-0470

APPLICATION FOR CERTIFICATE OF AUTHORITY FOREIGN STOCK CORPORATION

Filing Fee: $275 (includes license fees)

A foreign corporation desiring to transact business in Connecticut may obtain a Certificate of Authority by filing an application for Certificate of Authority. An original certificate of the corporation's legal existence from the state of its incorporation, authenticated by a proper officer of that state, must accompany the Application for Certificate of Authority. Such certificate must be received within 90 days of the date of issuance.

The name of a foreign corporation filing an application for a certificate of authority must contain a word or words of corporate designation in its title, even if the laws of the state of incorporation do not so require. If specific words or abbreviations in a corporation's name are regarded as corporate designations in a foreign language, the filing must be accompanied by a legal opinion stating that fact. Documents submitted in any language other than English require an English translation. FAILURE TO PROVIDE ANY OF THE ABOVE INFORMATION WILL RESULT IN THE REJECTION OF THE DOCUMENT.

Also, the corporation's name must be distinguishable from the name of another active business on our records. In the event it is not distinguishable, the corporation may adopt a fictitious name for use in this state. The fictitious name must be distinguishable from other business names of record and must contain a word or words of corporate designation such as "incorporated" or an abbreviation such as "Corp.". Please see Conn. Gen. Stat. Section 33-6.55, as amended, for a complete list of appropriate corporate designations.

If the corporation wishes to adopt a fictitious name for use in Connecticut, it must present for filing a resolution by its board of directors, certified by its secretary, adopting the fictitious name along with its Application for Certificate of Authority. Please note the following information relating to the use of a fictitious name: a fictitious name may only be used by a foreign corporation when its real name is unavailable for use in Connecticut; once the real name of the corporation becomes available, the fictitious name may no longer be used; the corporation may not amend its certificate of authority to change a fictitious name; if a fictitious name is used, the corporation will be indexed on our records under that name, not the real name of the corporation. For further information regarding a foreign corporation's use of corporate name in this state, please see Conn. Gen. Stat. Section 33-925.

Please note that foreign corporations holding a Certificate of Authority are required to pay an annual license fee of $225, as well file an annual report with the Secretary of the State due on the last day of the month which marks the anniversary of the filing of the Application for Certificate of Authority. The Application for Certificate of Authority serves as its first annual report. Subsequent report forms will be mailed to the corporation at its most current address on record. It the corporation's responsibility to notify this office of any changes to its mailing, principal office, or executive office addresses.

In the event a foreign corporation holding a certificate of authority changes its corporate name, place of incorporation, or the period of its duration, it must apply for an amended certificate of authority.

MAKE CHECKS PAYABLE TO THE SECRETARY OF THE STATE

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