SS-4432 (01/13) Business Services Division Tre Hargett, Secretary of State State of Tennessee INSTRUCTIONS APPLICATION FOR CERTIFICATE OF AUTHORITY NONPROFIT CORPORATION Filing Fee: $600 Applications for certificates of authority may be filed using one of the following methods: · Print and Mail: Go to http://tnbear.tn.gov/NewBiz and use the online tool to complete the application. Print and mail the application along with the required filing fee to the Secretary of State's office at 6th FL ­ Snodgrass Tower ATTN: Corporate Filing, 312 Rosa L. Parks AVE, Nashville, TN 37243. Paper submission: A blank application may be obtained by going to http://www.tn.gov/sos/forms/ss-4432.pdf, by emailing the Secretary of State at Business.Services@tn.gov, or by calling (615) 741-2286. The application is hand printed in ink or computer generated and mailed along with the required filing fee to the Secretary of State's office at 6th FL ­ Snodgrass Tower ATTN: Corporate Filing, 312 Rosa L. Parks AVE, Nashville, TN 37243. Walk-in: A blank application may be obtained in person at the Secretary of State Business Services Division located at 6th FL ­ Snodgrass Tower, 312 Rosa L. Parks AVE, Nashville, TN 37243. · · Applications for certificate of authority must be accurately completed in their entirety. Forms that are inaccurate, incomplete or illegible will be rejected. A Nonprofit Corporation application for certificate of authority sets forth the items required under T.C.A. §48-65-103. A Nonprofit Corporation application for certificate of authority must be accompanied by a certificate of existence or a document of similar import (for example, a certificate of good standing) duly authenticated by the Secretary of State or other official having custody of the corporation records in the state or country under whose law it is organized. The certificate shall not bear a date of more than two (2) months prior to the date the application for certificate of authority is filed with the Division of Business Services. APPLICATION FOR CERTIFICATE OF AUTHORITY 1. The name of the Corporation is - Enter the name of the corporation. If different, the name under which the certificate of authority is to be obtained is ­ If the corporation will do business in Tennessee under an assumed name, enter that name here. The Secretary of State of the State of Tennessee may not issue a certificate of authority to a foreign corporation if its name does not comply with the requirements of T.C.A. §48-54-101 of the Tennessee Nonprofit Corporation Act. If obtaining a certificate of authority under an assumed corporation name, an application must be filed pursuant to T.C.A. § 48-54-101(d). Page 1 of 3 American LegalNet, Inc. www.FormsWorkFlow.com If a corporation's name contains the word "mortgage", "bank", "banks", "banking", "credit union" or "trust", written approval must first be obtained from the Tennessee Department of Financial Institutions before documents can be accepted for filing with the Division of Business Services. If a corporation's name contains the phrase "insurance company", written approval must first be obtained from the Tennessee Department of Commerce & Insurance before documents can be accepted for filing with the Division of Business Services. 2. The state or country under whose law it is incorporated is ­ Enter the name of the state or country under whose law the corporation is formed. and the date of its incorporation is ­ Enter the month, day, and year of incorporation. If the accompanying certificate of existence or like document from the state of formation includes a date of formation, the date indicated here must be the exact same date as that indicated on the certificate of existence. and the period of duration, if other than perpetual, is ­ If the corporation has a period of duration after which is existence is scheduled to end, indicate the date of scheduled termination here. and, if prior to qualifying, the date it commenced doing business in Tennessee is ­ Enter the date the corporation commenced doing business in Tennessee if the corporation commenced doing business on or before the date of approval of the application for certificate of authority by the Division of Business Services. Pursuant to T.C.A. §48-65-102(d), additional filing fees may apply if the corporation commenced doing business in Tennessee prior to the approval of the application. If a prior date is indicated, a call to the Business Services Division customer service line at (615) 741-2286 is encouraged for guidance on the appropriate filing fee amount. If a prior date is indicated and that date is greater than one year prior to the approval of the application to the Division of Business Services, a Certificate of Tax Clearance confirming Good Standing from the Tennessee Department of Revenue must accompany the application. To obtain a Certificate of Tax Clearance for Good Standing, contact the Tennessee Department of Revenue at (615) 741-8999. 3. This company has the additional designation of - If applicable to the specific nature of the corporation, enter any additional designation, including: · · · · · · · Bank Captive Insurance Company Credit Union Insurance Company Massachusetts Trust Mortgage Lender/Loan Broker Trust 4. The name and complete address of its registered agent and office located in the state of Tennessee is Enter the name of the corporation's initial registered agent, the street address, city, state and zip code of the corporation's initial registered office located in Tennessee and the county in which the office is located. The address will be verified and formatted to United States Postal Service address deliverability guidelines. If the address cannot be recognized as deliverable by the United States Postal Service, the form will be rejected by the Division of Business Services. A post office box is not acceptable for the registered agent/office address. 5. Fiscal Year Close Month - Enter the month of the year that concludes the corporation's fiscal year. If a fiscal year close month is not indicated, the Division of Business Services will list the fiscal year close month as December by default. Please note that T.C.A. §48-66-203 requires corporations to file an annual report with the Secretary of State on or before the first day of the fourth month following the end of the close of the corporation's fiscal year. 6. If the document is not to be effective upon filing by the Secretary of State, the delayed