Form Fn-1 - Certificate Of Authority For Foreign Nonprofit Corporation (Page 2 of 2) in pdf

PURPOSE OF TRANSACTING BUSINESS IN THE STATE OF MONTANA

A foreign corporation must procure a certificate of authority, to transact business or conduct affairs from the

Secretary of State of the State of Montana, according to Sections 35-1-1026 or 35-2-820, Montana Code

Annotated, before transacting any business or conducting any affairs in the State of Montana. Any foreign

corporation which fails to procure such a certificate of authority shall not be permitted to maintain any action,

suit or proceeding in any court in Montana.

Transacting Business or Conducting Affairs:

In general a foreign corporation is considered to be transacting business or conducting its affairs in Montana

when it engages in Montana in the business or affairs for which it was incorporated. Without excluding other

permissible activities, a foreign corporation is not considered to be transacting business or conducting affairs

in Montana, by reason or carrying on any one or more of the following activities in the State, and a certificate

of authority is not required:

(1) maintaining, defending or settling any proceeding;

(2) holding meetings of the board of directors or shareholders or carrying on other activities concerning

its internal affairs;

(3) maintaining bank accounts;

(4) maintaining offices or agencies for the transfer, exchange and registration of the corporation's own

securities or maintaining trustees or depositories with respect to those securities;

(5) selling through independent contractors;

(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the

orders require acceptance outside this state before they become binding contracts;

(7) creating or acquiring indebtedness, mortgages and security interests in real or personal property;

(8) securing or collecting debts or enforcing mortgages and security interests in property securing the

debts;

(9) owning real or personal property that is acquired incident to activities described in number 8 above

if the property is disposed of within five years after the date of acquisition does not produce income,

or it is not used in the performance of a corporate function;

(10)

conducting an isolated transaction that is completed within 30 days and is not a transaction in

the course of repeated transactions of a similar nature;

(11)

transacting any business in interstate commerce.

The determination of whether a corporation is actually transacting business or conducting its affairs in

Montana is often involved and complicated and must be based on intimate knowledge of the manner in which

the corporation operates. The services of an attorney should be used in making the determination.

Application for a Certificate of Authority

Fees:

Foreign Profit Corporation -- $100 license fee + -- $20 filing and certificate fee Total Fee: $120

Foreign Nonprofit Corporation -- No license fee -- $20 filing and certificate fee Total Fee: $20

Any profit corporate name must contain a word such as "corporation", "company", "incorporated", "limited"

or an abbreviation of one of these words or the corporation shall, for use in this state, add one of the words

to the end of its name.

The application for a certificate of authority is made on forms furnished by the Secretary of State (over).

Two copies must be filed along with a certificate of existence signed by the Secretary of State of the state

of jurisdiction. One copy must be originally signed by the proper official of the corporation.

A foreign corporation transacting business without a certificate of authority shall be assessed a penalty of $5

per day for each day up to $1,000 per year that it transacts business in the state up to the date the application

is first received by the Secretary of State.

Please be advised that the Business Services Bureau of the Montana Secretary of State will process

your business documents within 10 working days of initial receipt. During this period if it is

determined that your document does not meet statutory requirements, a letter outlining the

deficiencies will be returned to the original submitter. If the document is complete and correct,

the document will be filed and an acknowledgment copy showing completion returned to the

original submitter.

Form Fn-1 - Certificate Of Authority For Foreign Nonprofit Corporation Page 2

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