Certificate Of Authority Foreign Limited Liability Company Application Page 2

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SFN 19381 (10-2012) Page 2

CERTIFICATE OF AUTHORITY FOREIGN LIMITED LIABILITY COMPANY APPLICATION

No foreign business limited liability company, and no foreign professional limited liability company, may transact business, or render professional services, in

North Dakota, or obtain any license or permit required by North Dakota law, until a certificate of authority has been obtained from the Secretary of State. An

application for certificate of authority must be accompanied by a current CERTIFICATE OF GOOD STANDING or CERTIFICATE OF EXISTENCE. The

Certificate of Good Standing or Certificate of Existence must have been certified within 90 days by the organizing officer of the state or country in which the

limited liability company is organized. An application of a foreign professional limited liability company must also be accompanied by a certificate from the North

Dakota licensing board for that profession, verifying that the practitioners of the limited liability company have been licensed to provide the professional service.

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

Check all the attachments applicable to this application. Those items preceded by an * are required for all applications. All forms must be received and all

fees must be paid before the certificate of authority can be issued.

FILING FEES:

Certificate of Authority $135

Consent to Use Business Name $10

Trade Name Registration $25

(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.)

Indicate whether the application is being submitted for a Certificate of Authority for a foreign business limited liability company or a foreign professional

limited liability company.

While the federal ID number is not required to be disclosed, a limited liability company'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 10-32-153.1, social security or Federal ID numbers are not disclosed to the public. They are used by the

Secretary of State to maintain accurate limited liability company files. Therefore, while voluntary disclosure is requested, failure to do so will not result in

rejection of the application.

Provide the correct name as authorized in the state or country of organization. Punctuation and abbreviations must be consistent with those in the name on

the certificate from the organizing officer of the state or country where organized. If the name in number 4 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 reviewed.

5. Provide the trade name and the Trade Name Registration form with $25 if the limited liability company cannot use its name because:

a) The limited liability company name is not in the form as required of a limited liability company in North Dakota. The name must be expressed in letters or

characters in the English language as those letters or characters appear in the American Standard Code for Information Interchange (ASCII) table. The

name must include the words "limited liability company" or the abbreviation "L.L.C." or "LLC". If a foreign limited liability company name does not contain

these words or abbreviations, the limited liability company must elect one to be used in North Dakota. The application must be rejected if an election is

not made and the limited liability company name in number 4 is not in compliance with this requirement.

b) The name of a foreign professional limited liability company shall contain words or abbreviations required or authorized by the laws of the jurisdiction in

which it is organized. (For reference, see N.D.C.C. Sections 10-32-136 or 10-31-05.)

The North Dakota Secretary of State has notified the limited liability company that its name is the same as or deceptively similar to a name already

registered and the limited liability company is unable to obtain Consent to Use Business Name from the previous filer or a certified copy of a final

decree of a court of competent jurisdiction establishing prior right of this limited liability company to use of the name in North Dakota.

North Dakota law provides that a limited liability company 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 limited liability company obtains a court decree or signed Consent to Use Business Name that is

submitted with a fee of $10. Obtain the Consent to Use Business Name form from the Secretary of State's website at or contact the

Secretary of State. If consent to use of name cannot be obtained, a trade name (DBA) must be elected.

The limited liability company does not wish to use or protect its name in North Dakota and chooses to use a trade name instead.

TRADE NAMES: A limited liability company may choose to use any trade name (DBA) in addition to its limited liability company 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 5, except as described above.

Instead, complete and attach the Trade Name Registration and fee of $25 for each assumed name. Obtain the Trade Name Registration form from the

Secretary of State's website at or contact the Secretary of State.

A complete address of the limited liability company'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.

Identify the state or country in which the limited liability company is organized. If the state or country of origin in number 7. 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 reviewed.

8. Provide the date (month, day, year) on which the limited liability company will expire in the state or county of origin or check the "Perpetual" box if a

termination date is not prescribed in the Articles of Organization.

9. The telephone number of the limited liability company's principal executive office is required.

10. Provide a toll-free telephone number if the limited liability company has one.