Prescribed by : Expedite this Form: (Select One) The Ohio Secretary of State Central Ohio: (614) 466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453) Mail Form to one of the Following: Yes PO Box 1390 Columbus, OH 43216 *** Requires an additional fee of $100 *** www.sos.state.oh.us e-mail: busserv@sos.state.oh.us No PO Box 670 Columbus, OH 43216 FOREIGN CORPORATION APPLICATION FOR LICENSE OR REGISTRATION OF CORPORATION NAME (For Foreign Profit or Nonprofit) THE UNDERSIGNED HEREBY STATES THE FOLLOWING: (CHECK ONLY ONE (1) BOX) (1) Foreign Corporation (2) Registration of Corporate Name by Unlicensed Foreign Corporation For-Profit (151-FLF) Nonprofit (152-FLN) Original (158-RCO) ORC 1703 Renewal (172-RNR (RCR)) ORC 1703 (Registration No.) Filing Fee $50.00 Filing Fee $125.00 Complete the general information in this section for the box checked above. Corporate Name Under the Laws of the State of (Home State) Date of Incorporation in Home State (Date) The corporation's principal office is located at (Street) NOTE: P.O. Box Addresses are NOT acceptable. (City) (State) (Zip Code) The corporate purpose it proposes to exercise in the state of Ohio are as follows: (Please provide a brief but specific description; a general purpose clause is not sufficient) The corporation is carrying on or doing business. Check here if additional provisions are attached 530 Page 1 of 3 Last Revised: Jan. 2002 American LegalNet, Inc. www.FormsWorkflow.com Complete the information in this section if box (1) is checked. The corporation hereby appoints the following as its statutory agent upon whom process against the corporation may be served in Ohio (Name) (Street) NOTE: P.O. Box Addresses are NOT acceptable. Ohio (City) (Zip Code) (State) The entity above irrevocably consents to service of process on the agent listed above as long as the authority of the agent continues, and to service of process upon the OHIO SECRETARY OF STATE if: A. the agent cannot be found or B. the above listed fails to designate another agent when required to do so, or C. the above stated registration to do business in Ohio expires or is cancelled Complete the information in this section if profit is checked in box (1). The application is made to secure a permanent temporary license The corporation's principal office within Ohio is to be located in (Street) Corporation will not have an office in Ohio NOTE: P.O. Box Addresses are NOT acceptable. Ohio (City) (County) (State) Has the corporation obtained a license to transact business in Ohio at any time in the past? If yes, prior License No. issued (Zip Code) Yes No (Date) The date on which the corporation began transacting business in Ohio Date OR Will begin business upon approval of application Is this application being made to enable the corporation to prosecute or defend a legal action? Yes No Complete the information in this section if non-profit is checked in box (1). The location of its principal office in the state of Ohio is (Street) NOTE: P.O. Box Addresses are NOT acceptable. Ohio (City) (County) (State) (Zip Code) (Pursuant to ORC 1703.27 must have an Ohio address) 530 Page 2 of 3 Last Revised: Jan. 2002 American LegalNet, Inc. www.FormsWorkflow.com SS. IN WITNESS WHEREOF, the corporation has caused this application to be executed by an authorized officer on (Date) STATE OF COUNTY OF ,being first duly sworn, deposes and says that he/she is the (Name of Officer) of (title) the corporation described in the foregoing application, and that the statements contained in said application are true and correct to the best of my knowledge and belief. Signature: Name: Sworn to before me and subscribed in my presence, (date) (Notary Public) NOTARY SEAL Expiration date of Notary's Commission: (date) 530 Page 3 of 3 Last Revised: Jan. 2002 American LegalNet, Inc. www.FormsWorkflow.com Instructions for Foreign Application for License Follow these instructions I. No foreign profit/non-profit corporation shall exercise its corporate privileges in this state in a continual course of transactions until it has first procured from the secretary of state a certificate authorizing it to do so. A. To procure such a license, such corporation also shall file with the secretary of state an application in such form as the secretary of state prescribes, verified by the oath of any authorized officer of such corporation, setting forth, but not limited to: 1. The name of the corporation; 2. The name of the state under the laws of which it was incorporated; 3. The location and complete address of its principal office; 4. The name of the county and the municipal corporation or township in which its principal office within this state, if any, is to be located. Foreign non-profit must have a location in Ohio. 5. The appointment of a designated agent and the complete address of such agent; 6. The irrevocable consent of such corporation to service of process on such agent so long as the authority of such agent continues and to service of process upon the secretary of state in the events provided for I section 1703.19 of the ORC. 7. A brief summary of the corporate purposes to be exercised within this state. II. No such application for a license shall be accepted for filing if it appears that the name of the foreign corporation profit/non-profit is prohibited by law or is not distinguishable upon the records in the office of the secretary of state from the name of any other corporation, whether non-profit or for profit and whether that of a domestic corporation or of a foreign corporation authorized to transact business in this state, the name of a limited liability company registered in the office of the secretary of state pursuant to Chapter 1705. of the ORC, whether domestic or foreign, the name of any limited liability partnership registered in the office of the secretary of state pursuant to Chapter 1775 of the ORC, whether domestic or foreign, the name of any limited partnership registered in the office of the secretary of state pursuant to Chapter 1782. Of the ORC, whether domestic, foreign, or a trade name to which the exclusive right at the time in question is registered in the manner provided in Chapter 1329. of the ORC, unless there also is filed with the secretary of state, on a form prescribed by the secretary of state, the consent of the other entity or person to the use of the name, evidenced in a writing signed by any authorized officer of the other entity or authorized representative of the other person owning the exclusive right to the registered trade name. If an application for a license is not acceptable for filing solely because the name of the foreign corporation is not distinguishable from the name of another entity or registered trade name, the foreign corporation may be authorized to transact business in this state by filing with the secretary of state, in addition to those items otherwise prescribed by this section, a statement signed by an authorized officer directing the foreign corporation to make application for a license to transact business in this state under an assumed business name or names that comply with the requirements of this division and stating that the foreign corporation will transact business in this state only under the assumed name or names. The application for a for a license shall be on a form prescribed by the secretary of state. III. To procure a license to transact business in this state, a foreign corporation for profit shall file with the secretary of state a certificate of good standing or subsistence, dated not earlier than ninety days prior to the filing of the application, under the seal of the secretary of state, or other proper official, of the state under the laws of which said corporation was incorporated, setting forth: 1. The exact corporate title; 2. The date of incorporation; 3. The fact that the corporation is in good standing or is a subsisting corporation. American LegalNet, Inc. www.FormsWorkflow.com Follow these instructions IV. Foreign Non-Profit The secretary of state may require further reports, certificates or information from a foreign non-profit corporation, including verification of the continued existence of the corporation. Upon the failure of any corporation to provide the information, the secretary of state shall give notice of the failure by certified mail and, if the report is not filed within thirty days after the mailing of the notice the license of the corporation to exercise its corporate privileges in this state shall expire and the secretary of state shall make a notation to that effect on the secretary of states' records. V. Foreign for Profit No foreign corporation which previously should have obtained a license to be business in Ohio shall maintain any action in any court until it has obtained such a license. Before the corporation shall maintain such action on any cause of action arising at the time when it was not licensed to transact business in this state, it shall pay the secretary of state a forfeiture of two hundred fifty dollars with this license application. (ORC 1703.29). It is only under these circumstances that the question, (Is this application being made to enable the corporation to persecute or defend a legal action?) should be answered "yes". Under all other circumstances, the answer to this question should be "no." If the corporation has been doing business in Ohio prior to the date of licensing, it must submit a D4 certificate from the Ohio Department of Taxation showing that all applicable Franchise Taxes have been paid. For information on this certificate all the Department of Taxation at 1-888-405-4039 Follow these instructions I. Any foreign corporation may register its corporate name, if its corporate name is available of use under division (D) of section 1703.04 of the ORC, by filing in the office of the secretary of state an application, on a form prescribed by the secretary of state that contains the following information: A. The exact corporate name to be registered; B. The complete address of the principal office of the corporation; C. The jurisdiction of its incorporation; D. The date of its incorporation; E. A statement that it is carrying on or doing business F. The general nature of the business in which it is engaged; G. Any other information required by the secretary of state. The application shall be signed and verified by an officer of the applicant. II. The application shall be accompanied by a certificate stating that the corporation is in good standing under the laws of the jurisdiction of its incorporation, which certificate shall be executed by the official or the jurisdiction having custody of the records pertaining to corporations and dated not earlier than sixty days prior to the filing of the application. III. A filing fee of fifty dollars, payable to the secretary of state, shall accompany the application. IV. Registration of a corporate name under this section is effective for a term of one year from the date of registration. Upon application, on a form prescribed by the secretary of state, filed with the secretary of state prior to the expiration of each one-year term, the registration may be renewed for an additional term. The renewal application shall set forth the facts required to be set forth in the original application for registration, together with a certificate of good standing as required for the initial registration. The secretary of state shall notify registrants within the three months before the expiration of one year from the date of registration of the necessity of renewal by writing to the principal office address of the registrants as shown upon the current registration in effect. A renewal fee of twenty-five dollars, payable to the secretary of state, shall accompany the application for renewal of the registration. American LegalNet, Inc. www.FormsWorkflow.com