§ 33-1212 — Application for certificate of authority.

(a) A foreign corporation may apply for a certificate of authority to conduct affairs in this state by delivering an application to the Secretary of the State for filing. The application shall set forth: (1) 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 section 33-1215; (2) the name of the state or country under whose law it is incorporated; (3) its date of incorporation and period of duration; (4) the street address of its principal office; (5) the address of its registered office in this state and the name of its registered agent at that office; (6) the valid electronic mail address of the corporation; (7) the names and respective business and residence addresses of the directors and officers of the foreign corporation, except that if good cause is shown, the Secretary of the State may accept business addresses in lieu of business and residence addresses of the directors and officers of the corporation; and (8) the foreign corporation's North American Industry Classification System Code. For purposes of this section, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence addresses of the corporation's directors and officers may expose the personal security of such directors and officers to significant risk. (b) 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 the state or other official having custody of corporate records in the state or country under whose law it is incorporated.

Legislative History

(P.A. 96-256, S. 141, 209; P.A. 97-246, S. 74, 99; P.A. 98-137, S. 18, 62; 98-219, S. 33, 34; P.A. 14-154, S. 8; P.A. 24-111, S. 4.) History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (a)(6) by requiring application to set forth the respective business and residence addresses of the directors and officers but authorizing the Secretary of the State, for good cause, to accept business addresses in lieu of such business and residence addresses, effective June 27, 1997; P.A. 98-137 amended Subsec. (a)(6) by deleting redundant language and adding provision that a showing of good cause includes a showing that public disclosure of the residence addresses of the corporation's directors and officers may expose the personal security of such directors and officers to significant risk, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 14-154 amended Subsec. (a) to add new Subdiv. (6) re electronic mail address of corporation and redesignate existing Subdiv. (6) as Subdiv. (7), effective January 1, 2015; P.A. 24-111, amended Subsec. (a) by replacing “electronic mail address, if any,” with “valid electronic mail address” in Subdiv. (6), by adding Subdiv. (8) re foreign corporation's North American Industry Classification System Code and by making technical changes, effective January 1, 2025.