§428-1002 Application for certificate of authority.

380 words·~2 min read·/hi/chapter-428/428-1002

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the director for filing. The application shall set forth:

(1)The name of the foreign limited liability company or, if its name is unavailable for use in this State, a name that satisfies the requirements of section 428-1005;

(2)The name of the state or country under whose law it is organized;

(3)A representation and warranty that a list of the names of and addresses of all members and their respective capital contributions are kept and will be kept at its principal office until cancellation, in accordance with section 428-1007, of the foreign limited liability company's authority to transact business in this State;

(4)The mailing address of its principal office and the information required by section 425R-4(a);

(5)Whether the duration of the company is for a specified term and, if so, the period specified;

(6)Whether the company is manager-managed, and:

(A)If so, the name and address of each manager; or

(B)If not, the name and address of each member;

(7)Whether the members of the company are to be liable for its debts and obligations under a provision similar to section 428-303(c); and

(8)Any additional information as may be necessary or appropriate to enable the director to determine whether the foreign limited liability company is entitled to obtain authority to transact business in this State.

(b)A foreign limited liability company shall deliver with the completed application a certificate of existence or a record of similar import authenticated by the secretary of state or other official having custody of company records in the state or country under whose law it is organized, which certificate shall be dated not earlier than sixty days prior to the filing of the application. If the certificate is in a foreign language, a translation attested to under oath by the translator shall accompany the certificate. [L 1996, c 92, pt of §1; am L 2000, c 219, §79; am L 2002, c 130, §108; am L 2003, c 124, §78; am L 2004, c 121, §49; am L 2007, c 202, §2; am L 2009, c 55, §58]