Statement Of Interest Exchange {DSCB 15-345}

PENNSYLVANIA DEPARTMENT OF STATE BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATIONS Return document by mail to: Name Address City State Zip Code Statement of Interest Exchange DSCB:15-345 (7/1/2015) *345* 345 Return document by email to: _________________________________ Read all instructions prior to completing. Fee: $70 In compliance with the requirements of the applicable provisions of 15 Pa.C.S. § 345 (relating to Statement of interest exchange), the undersigned acquired domestic entity, desiring to effect an interest exchange, hereby states that: A. For the acquired association: 1. The name of the acquired association is: ___________________________________________________________ 2. The jurisdiction of formation of the acquired association is Pennsylvania. 3. The type of association is (check only one): Business Corporation Limited Partnership Nonprofit Corporation Limited Liability (General) Partnership Limited Liability Company Limited Liability Limited Partnership 4. Check and complete one of the following addresses. If the acquired association is a domestic filing association or domestic limited liability partnership, the current registered office address as on file with the Department of State. Complete part (a) OR (b) ­ not both: (a) _________________________________________________________________________________________________ Number and street City State Zip County Business Trust Professional Association Other ____________________ (b) c/o: ______________________________________________________________________________________________ Name of Commercial Registered Office Provider County If the acquired association is a domestic association that is not a domestic filing association or limited liability partnership, the address, including street and number, if any, of its principal office: ____________________________________________________________________________________________________ Number and street City State Zip County American LegalNet, Inc. www.FormsWorkFlow.com DSCB:15-345­2 B. For the acquiring association: 1. The name of the acquiring association is: ___________________________________________________________ 2. The jurisdiction of formation of the acquiring association: ______________________________________________ 3. The type of association is (check only one): Business Corporation Limited Partnership Nonprofit Corporation Limited Liability (General) Partnership Limited Liability Company Limited Liability Limited Partnership 4. Check and complete one of the following addresses. If the acquiring association is a domestic filing association, domestic limited liability partnership or registered foreign association, the current registered office address as on file with the Department of State. Complete part (a) OR (b) ­ not both: (a) _________________________________________________________________________________________________ Number and street City State Zip County Business Trust Professional Association Other ____________________ (b) c/o: ______________________________________________________________________________________________ Name of Commercial Registered Office Provider County If the acquiring association is a domestic association that is not a domestic filing association or limited liability partnership, the address, including street and number, if any, of its principal office: ____________________________________________________________________________________________________ Number and street City State Zip County If the acquiring association is a nonregistered foreign association, the address, including street and number, if any, of its registered or similar office, if any, required to be maintained by the law of its jurisdiction of formation; or if it is not required to maintain a registered or similar office, its principal office address: ____________________________________________________________________________________________________ Number and street City State Zip C. Effective date of statement of interest exchange (check, and if appropriate complete, one of the following): This Statement of Interest Exchange shall be effective upon filing in the Department of State. This Statement of Interest Exchange shall be effective on: _________________________ at ________________. Date (MM/DD/YYYY) Hour (if any) D. Approval of interest exchange by acquired association: The plan of interest exchange was approved in accordance with 15 Pa.C.S. Chapter 3, Subchapter D (relating to interest exchange). IN TESTIMONY WHEREOF, the undersigned acquired association has caused this Statement of Interest Exchange to be signed by a duly authorized officer thereof this ______________ day of __________________________, 20__________. ______________________________________________ Name of Acquired Association ___________________________________________________ Signature ___________________________________________________ Title American LegalNet, Inc. www.FormsWorkFlow.com DSCB:15-345­Instructions Pennsylvania Department of State Bureau of Corporations and Charitable Organizations P.O. Box 8722 Harrisburg, PA 17105-8722 (717) 787-1057 Web site: www.dos.pa.gov/corps General Information Typewritten is preferred. If handwritten, the form must be legible and completed in black or blue-black ink in order to permit reproduction. The nonrefundable filing fee for this form is $70. This form and all accompanying documents, including any necessary governmental approvals, shall be mailed to the address stated above. Checks should be made payable to the Department of State. Checks must contain a commercially pre-printed name and address. Applicable Law The Association Transactions Act, effective July 1, 2015, sets out the procedural aspects of interest exchanges for all entity types. See, in general, 15 Pa.C.S. §§ 311-330; for interest exchange; 15 Pa.C.S. §§ 341-346. The requirements for the Statement of Interest Exchange are set forth in 15 Pa.C.S. § 345. Statutes are available on the Pennsylvania General Assembly website, www.legis.state.pa.us, by following the link for Statutes. Who should file this form? A Statement of Interest Exchange must be filed with the Pennsylvania Department of State where a domestic entity is an acquired association in an interest exchange. The filing of a Statement of Interest Exchange makes the transaction a matter of public record. A separate public filing by the acquiring entity is not required. Definitions An interest exchange is a