North Carolina § 55A-15-03 - Application for certificate of authority.

§ 55A-15-03. Application for certificate of authority.

A foreign corporation may apply for a certificate of authority to conduct affairs in this State by delivering an application to the Secretary of State for filing. The application shall set forth: The name of the foreign corporation or, if its name is unavailable for use in this State, a corporate name that satisfies the requirements of Article 3 of Chapter 55D of the General Statutes; The name of the state or country under whose law it is incorporated; Its date of incorporation and period of duration; The street address, and mailing address if different from the street address, of its principal office; The street address, and the mailing address if different from the street address, of its registered office in this State, the county in which the registered office is located, and the name of its registered agent at that office; The names and usual business addresses of its current officers; and Whether it has members. The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated. If the Secretary of State finds that the application conforms to law, the Secretary of State shall when all fees have been tended as prescribed in this Chapter: Endorse on the application and an exact or conformed copy thereof the word "filed" and the hour, day, month, and year of the filing thereof; File in the Secretary of State's office the application and the certificate of existence (or document of similar import as described in subsection (b) of this section); Issue a certificate of authority to conduct affairs in this State to which the Secretary of State shall affix the exact or conformed copy of the application; and Send to the foreign corporation or its representative the certificate of authority, together with the exact or conformed copy of the application affixed thereto. History (1955, c. 1230; 1957, c. 979, s. 14; 1969, c. 875, s. 8; 1993, c. 398, s. 1; 2001-358, s. 21; 2001-387, ss. 169(b), 173, 175(a); 2001-413, s. 6.) NORTH CAROLINA COMMENTARY This Act does not bring forward the requirement of former G.S. 55A-61(6) that a foreign corporation include in its application the purposes it desires to pursue in this State. In addition, the application under this Act is submitted with a certificate of existence or good standing rather than the certified charter documents required under former G.S. 55A-62. Editor's Note. - Session Laws 2001-358, s. 53, provided that the act, which amended this section, was effective October 1, 2001, and applicable to documents submitted for filing on or after that date. Section 173 of Session Laws 2001-387 changed the effective date of Session Laws 2001-358 from October 1, 2001, to January 1, 2002. Section 6 of Session Laws 2001-413, effective September 14, 2001, added a sentence to s. 175(a) of Session Laws 2001-387, making s. 173 of that act effective when it became law (August 26, 2001). As a result of these changes, the amendment by Session Laws 2001-358 is effective January 1, 2002, and applicable to documents submitted for filing on or after that date. Session Laws 2001-387, s. 154(b), provides that nothing in this act shall supersede the provisions of Article 10 or 65 of Chapter 58 of the General Statutes, and this act does not create an alternate means for an entity governed by Article 65 of Chapter 58 of the General Statutes to convert to a different business form. Effect of Amendments. - Session Laws 2001-358, s. 21, effective January 1, 2002, and applicable to documents submitted for filing on or after that date, substituted "G.S. 55D-22" for "G.S. 55A-15-06" in subdivision (a)(1).