Statement Of Conversion Entity Without AK Number Converting To Dom LLC {08-0577}

Statement of Conversion: Entity without AK Entity # converting to a Domestic LLC 08-0577 New 07/01/2014 Instructions Page 1 of 4 STATEMENT OF CONVERSION Specifically for An Entity without an AK Entity Number Converting to a Domestic (Alaskan) Limited Liability Company Under the Alaska Entity Transaction Act AS 10.55.401-10.55.406 and AS 10.50.075 $275.00 filing fee. $25.00 Statement of Conversion Filing Fee (non-refundable) $250.00 Articles of Organization Filing Fee (non-refundable) INSTRUCTIONS FOR STATEMENT OF CONVERSION (Please retain for your records): WHAT IS A CONVERSION? Conversion (when an entity changes/transforms from one type of entity into a different type of entity) means a transaction authorized by AS 10.55.401-10.55.406, with the exception of the entities excluded under AS 10.55.110. Under this: Any domestic (Alaskan) entity may convert to a domestic (Alaskan) limited liability company. Any foreign (non-Alaskan) entity may become a domestic (Alaskan) limited liability company if the conversion is authorized by the law of the foreign jurisdiction. NOTICE: The Statement of Conversion must be filed in conjunction with Articles of Organization (attached to this form) for a domestic (Alaskan) Limited Liability Company and the applicable $250.00 fee (which is already included in the above stated filing fees). ITEM 1: Provide the name of the converting (changing from) entity, State of domicile or jurisdiction (home state) and type of entity (changing from). ITEM 2: Provide the name of the converted (changing to) domestic (Alaskan) limited liability company (which will continue to conduct business in Alaska after the conversion). The name of the limited liability company must contain the words 223limited liability company224 or the abbreviation 223L.L.C.,224 or 223LLC224. The word 223limited224 may be abbreviated as 223Ltd.,224 and the word 223company224 may be abbreviated as 223Co.224 The name of a city, borough, or village may be used in a limited liability company name. The name may not contain the word 223city,224 223borough,224 or 223village224 or otherwise imply that the company is a municipality. A company name must be distinguishable upon the record. To search the availability of the legal name of the corporation in the State of Alaska go to the above website, click License Search, and select Search Corporations Database. NOTE: the name of the limited liability company in Item #2 on the Statement of Conversion must match the name in Article #1 on the Articles of Organization attached to this filing. Corporations Section State Office Building, 333 Willoughby Avenue, 9th Floor PO Box 110806, Juneau, AK 99811-0806 Phone: (907) 465-2550 Fax: (907) 465-2974 Email: corporations@alaska.gov Website: http://commerce.alaska.gov/cbpl/corp ALASKADepartment of Commerce, Community, and Economic DevelopmentDivision of Corporations, Business and Professional Licensing THESTATEof American LegalNet, Inc. www.FormsWorkFlow.com Statement of Conversion: Entity without AK Entity # converting to a Domestic LLC 08-0577 New 07/01/2014 Instructions Page 2 of 4 ITEM 3: (Optional) The future effective date of conversion, if different from date of filing, must be a specific future date and cannot exceed 90 days from date of filing. Future effective date (mm/dd/yyyy format). ITEM 4: This statement is required by statute. Please read through and verify. ITEM 5: The converted (changing to) entity is a domestic (Alaskan) limited liability company; therefore the text of the converted entity222s articles of organization must be attached.to this Statement of Conversion. Choose only one of the options. Complete the attached Articles of Organization portion of this form. -OR- Provide Articles of Organization, which satisfy the requirements of AS 10.50.075 and 10.55.405, as an attachment. ITEM 6: The Statement of Conversion must be signed on behalf of the converting (changing from) entity (listed in Item #1 above) in the following manner: If the converting entity is a corporation, it must be signed by an officer of the corporation. If the converting entity is not a corporation, it must be signed by the person authorized by said entity. If the converting entity is in the hands of a receiver, trustee, or other court-appointed fiduciary, it must be signed by said fiduciary. Provide the printed name of the signer, the full title/capacity of the authorized signer, the name of the entity that the individual is representing, and signature of the individual authorized to sign. NOTE - Signatures: Per AS 10.55.609, persons who sign documents to be filed with the commissioner that are known by the person to be false in material respects are guilty of a class A misdemeanor. NOTE - Plan of Conversion -OR- Statement of Conversion: Do not send both together. Submit either the Statement of Conversion OR the plan of conversion that is signed on behalf of all entities and contains all the information required to be in the Statement of Conversion and is delivered to the Division for filing after the plan has been adopted and approved by all entities. Sending both the plan of conversion and the Statement of Conversion together may cause delays in processing time. SUBMITTAL: Please submit forms and payment together. Mail the Statement of Conversion (form 08-577) and the $275.00 non-refundable filing fee in U.S. dollars to: o State of Alaska, Corporations Section, PO Box 110806, Juneau, AK 99811-0806 If faxing the form please include the Credit Card Payment form with the appropriate fees. Do not email forms or payment. 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. American LegalNet, Inc. www.FormsWorkFlow.com Statement of Conversion: Entity without AK Entity # converting to a Domestic LLC 08-0577 New 07/01/2014 Instructions Page 3 of 4 INSTRUCTIONS FOR ARTICLES OF ORGANIZATION These instructions are specific for the Articles of Organization which must be attached to the Statement of Conversion (form 08-577) ARTICLE 1: Name of the Limited Liability Company Provide the name of the domestic (Alaskan) limited liability company here: A limited liability name must contain the words 223limited liability company224 or the abbreviation 223L.L.C.,224 or 223LLC224. The word 223limited224 may be abbreviated as 223Ltd.,224 and the word 223company224 may be abbreviated as 223Co.224 The name of a city, borough, or village may be used in a limited liability company name; however, the name may not contain the word 223city,224 223borough,224 or 223village224 or otherwise imply that the company is a municipality. A name must be distinguishable upon the record. To search the availability of the legal name of the corporation in the State of Alaska go to the above website, click License Search, and select Search Corporations Database. NOTE: the name of the limited liability company in Article 1 in the Articles of Organization must match Item 2 on the Statement of Conversion portion of the filing. ARTICLE 2: Disclosure of Corporate Purposes The purpose describes activities of the corporation at the time of filing and may include 223any lawful.224 In addition to purpose, also include the NAICS code where indicated. NAICS code may not conflict with the purpose listed. For a complete list of NAICS codes go to the above website and select NAICS Codes. ARTICLE 3: Registered Agent Per Alaska Statues a limited liability company shall (must) continuously (without interruption) maintain in this state (Alaska only) a registered agent and a registered office. The registered agent of a domestic limited liability company must be an individual who is a resident of Alaska, or a corporation (excluding LLC, LP and LLP) registered and in good standing with this office. The registered agent is statutorily responsible for receiving and forwarding processes, notices, or demands to the last known address of the business corporation. A limited liability company may not act as its own registered agent. A physical address and a mailing address in the State of Alaska must be given. Fo