Articles Of Consolidation Limited Liability Company {08-488}

State of Alaska Division of Corporations, Business and Professional Licensing CORPORATIONS SECTION PO Box 110806 Juneau, AK 99811-0806 Phone: (907) 465-2550 Fax: (907) 465-2974 Website: www.commerce.alaska.gov/occ ARTICLES OF CONSOLIDATION Domestic Limited Liability Company AS 10.50.500 ­ AS 10.50.520 Filing Fee: $25.00 (non-refundable) INSTRUCTIONS (Please retain for your records): NOTICE: The Articles of Consolidation will not be filed if a biennial report is due or the signatures do not match what the Corporations Section has on record. Please verify the following before completing the application. o o Have all current biennial reports be filed? Are the members/managers up to date on our records? To verify this information please search for the entity by going to Search Corporations Database in the Corporations Section of our website at www.commerce.alaska.gov/occ. If there is a biennial report due, the report may be filed online by selecting Biennial Reports on the Corporations Section page. If the members/managers have changed, but no biennial report is due, please submit a Notice of Change located in the Forms and Fees section. Refer to Alaska Statutes 10.50.500 ­ 10.50.520. The limited liability company that results from a consolidation under this chapter shall file with the department articles of consolidation signed by each limited liability company that is a party to the consolidation. ARTICLE 1: Provide the name(s) and, if applicable, the Alaska Entity Number(s) of the consolidating entities. In addition, provide the jurisdiction (home state) where the Articles of Organization were first filed. ARTICLE 2: Provide the name and, if applicable, the Alaska Entity Number of the surviving or resulting entity. ARTICLE 3: The following statement is required by statute: An agreement of consolidation has been approved and signed by each limited liability company that is party to the consolidation. ARTICLE 4: List the future effective date the consolidation is to take effective if the consolidation is not to take effect on the date of filing Articles of Consolidation with this office. ARTICLE 5: Provide the address of the limited liability company where the agreement of consolidation is on file. ARTICLE 6: The following statement is required by statute: A copy of the agreement of consolidation will be furnished by the surviving or resulting limited liability company on request and without cost to a person holding an interest in a limited liability company that is party to the consolidation. ARTICLE 7: If the resulting limited liability company is not organized under the laws of Alaska, the company agrees that it may be served with process in this state in a proceeding to enforce an obligation of a company that is party to the consolidation and that was organized under the laws of Alaska, and to enforce an obligation of the surviving or resulting company. The surviving or resulting company appoints the department as its agent for service of process in an enforcement proceeding if the company is not organized in Alaska. Provide the address of the surviving or resulting company to which a copy of service of process may be mailed to by the department. 08-488 (Rev.02/12/2012) Articles of Consolidation Instructions American LegalNet, Inc. www.FormsWorkFlow.com Signatures: Articles of Consolidation shall be signed by a member or manager of each limited liability company that is party to the consolidation. NOTE: Persons who sign documents filed with the commissioner that are known to the person to be false in material respects are guilty of a class A misdemeanor. Mail the Articles of Consolidation and the non-refundable $25.00 filing fee in U.S. dollars to: State of Alaska, Corporations Section, PO Box 110806, Juneau, AK 99811-0806 STANDARD PROCESSING TIME for complete and correct applications submitted to this office is approximately 10-15 business days. All applications are reviewed in the date order they are received. 08-488 (Rev.02/12/2012) Articles of Consolidation Instructions American LegalNet, Inc. www.FormsWorkFlow.com State of Alaska Division of Corporations, Business and Professional Licensing CORPORATIONS SECTION PO Box 110806 Juneau, AK 99811-0806 Phone: (907) 465-2550 Fax: (907) 465-2974 Website: www.commerce.alaska.gov/occ DO NOT STAMP ABOVE THIS BOX Office Use Only CORP ARTICLES OF CONSOLIDATION Domestic Limited Liability Company AS 10.50.500 ­ AS 10.50.520 $25.00 Filing Fee (non-refundable) Pursuant to Alaska Statutes 10.50.500 ­ 10.50.520, the Articles of Consolidation shall be executed by each limited liability company party to the consolidation. ARTICLE 1: Name of the consolidating entity: Alaska Entity # (if applicable): Jurisdiction (home state) where Articles of Organization were first filed: Name of the consolidating entity: Alaska Entity # (if applicable): Jurisdiction (home state) where Articles of Organization were first filed: Attach a separate sheet with additional corporations, if necessary. ARTICLE 2: Name of the consolidated entity: ARTICLE 3: An agreement of consolidation has been approved and signed by each limited liability company that is party to the consolidation. ARTICLE 4: Effective date of consolidation if deferred from date of filing (mm/dd/yyyy format): ___/___/_____ ARTICLE 5: The agreement of consolidation is on file at an office of the surviving or resulting limited liability company at the following address: Name: Physical address: Mailing address: ARTICLE 6: A copy of the agreement of consolidation will be furnished by the surviving or resulting limited liability company on request and without cost to a person holding an interest in a limited liability company that is party to the consolidation. 08-488 (Rev. 02/01/2012) Page 1 of 2 American LegalNet, Inc. www.FormsWorkFlow.com ARTICLE 7: Provide the address of the resulting company to which a copy of service of process may be mailed to by the department: Name: Physical address: Mailing address: Signatures: Articles of Consolidation shall be signed by a member or manager of each limited liability company that is party to the consolidation. Name of the consolidating entity: Signature Printed name Title Date If signing on behalf of a member or manager which is an entity, then identify signer's relationship and signing authority with the member entity. For example: John Smith, President of XYZ Inc. the sole member of ABC LLC. Name of the consolidating entity: Signature Printed name Title D