Form Sfn 13100 – Fill Out and Use This PDF

SFN 13100 (7-2012) Page 2

CERTIFICATE OF AUTHORITY FOREIGN CORPORATION APPLICATION

No foreign corporation may transact business, or conduct affairs, in North Dakota, OR obtain any license or permit required by North Dakota law, until the corporation has obtained a Certificate of Authority from the Secretary of State.

Instructions: The following numbered instructions correspond to the numbers on the form.

1A. The application for Certificate of Authority MUST be accompanied by ALL of the following before the Certificate of Authority can be issued:

FILING FEE of $145 if a foreign business or professional corporation, OR $50 if a foreign nonprofit corporation.

(Checks must be payable to "Secretary of State" and must be for U.S. negotiable funds. Payment may also be made by credit card using Visa, MasterCard, or Discover.)

Current certificate of good standing or certificate of existence verifying corporate existence certified by the incorporating officer of the state or country of incorporation. A copy of the Articles of Incorporation is not acceptable. The certificate must have been certified within 90 days of the date of application.

1B. The application for Certificate of Authority MAY BE REQUIRED to be accompanied by the following:

If applicant is a foreign professional corporation, it must submit a Certificate of Professional License from the North Dakota licensing board for the profession verifying that the practitioners of the corporation have been licensed to provide the professional service.

A signed Consent to Use Business Name AND fee of $10 when the corporation is already aware of a conflict with its corporate name.

Trade Name Registration AND fee of $25 when the corporation assumes a name, other than its corporate name, for use in North Dakota.

2.Indicate whether the application is being submitted for a Certificate of Authority for a foreign business corporation, a foreign professional corporation, or a foreign nonprofit corporation.

3A. Provide the correct corporate name as incorporated in the state or country of organization. Punctuation, spaces, and abbreviations must be consistent with those in the name on the certificate from the incorporating officer of the state or country where incorporated. If the name in number 3A is not the same as reflected on the Certificate of Good Standing or Certificate of Existence, the name will be corrected by the Secretary of State when the document is received.

3B. While the federal ID number is not required to be disclosed, a corporation's Federal ID number is helpful for maintaining accurate records. Please provide, if you have one.

PRIVACY: In compliance with N.D.C.C. Section 10-19.1-149.1, Federal ID numbers are not disclosed to the public. They are used by the Secretary of State to maintain accurate corporate files. Therefore, while voluntary disclosure is requested, failure to do so will not result in rejection of the document.

3C. Provide a trade name if the corporation cannot use its corporate name because:

a)The corporate name is not in the form as required of a corporation in North Dakota. The name must be expressed letters or characters in the English language as those letters or characters appear in the American Standard Cod for Information Interchange (ASCII) table.

The name of a foreign business corporation must also include the word "corporation", "incorporated", "company", or "limited", or an abbreviation of one of these words. If a foreign corporation's name does not contain one of these words or abbreviations, the corporation must elect one to be used in North Dakota. The application must be rejected if an election is not made and the corporate name in 3A. is not in compliance with this requirement. (For reference, see N.D.C.C. Sections 10-19.1-133, 10-31-03, or 10-33-126.).

b)The corporate name may not include such words as "bank", "banker", "banking", "trust", or "trust company", or any other word or words of like import unless the application is supported by a written approval for the use from the North Dakota Department of Financial Institutions. These words are preserved by North Dakota law for use by the Bank of North Dakota, state and national banks, and trust companies. Contact information:

ND Dept. of Financial Institutions 2000 Schafer St Ste G Bismarck ND 58501-1204 Telephone: (701) 328-9933 Email Address: dfi@nd.gov

c)The North Dakota Secretary of State has notified the corporation that its corporate name is the same as or deceptively similar to a name already registered and the corporation is unable to obtain consent to use of name from the previous filer or a certified copy of a final decree of a court of competent jurisdiction establishing prior right of this corporation to use of the name in North Dakota.

North Dakota law provides that a corporate name may not be the same as, or deceptively similar to, a name previously registered with the Secretary of State. The name may be used if the corporation obtains a court decree or signed consent to use of name that is submitted with a fee of $10. A form for Consent to Use Business Name is prescribed by the Secretary of State. If consent to use of name cannot be obtained, a trade name (DBA) must be elected.

d)The corporation does not wish to use or protect its corporate name in North Dakota and chooses to use a trade name instead.

TRADE NAMES: A corporation may choose to use any trade name (DBA) in addition to its corporate name in North Dakota. The trade name must be registered with the Secretary of State. However, the trade name should not be provided in number 3C., except as described above. Instead, complete and attach the Trade Name Registration and fee of $25 for each assumed name. Contact the Secretary of State's office for the Trade Name Registration form.

4.A complete address of the corporation's principal executive office is required.

A complete address must include a street or rural address, a post office box (if applicable), the city, state, and ZIP code plus 4-digit extension. The address cannot only be a post office box number.

5A. Identify the state or country in which the corporation is incorporated. If the state or country of origin in number 5A. is not the same as reflected on the Certificate of Good Standing or Certificate of Existence, the state or country will be corrected by the Secretary of State when the document is received.

5B. Provide the EXACT date (month, day AND year) when the corporation was incorporated. This date must correspond to the date if specified in the Certificate of Good Standing or Certificate of Existence. If the date in 5B. is not the same as reflected on the Certificate of Good Standing or Certificate of Existence, the date will be corrected by the Secretary of State when the document is received.

5C. Identify whether the corporation is incorporated with "perpetual" existence or provide the specific date on which it is to be dissolved.

5D. The telephone number of the corporation's principal executive office is required.