Statement Of Conversion (Entity With An AK Number Converting To Dom. LLC) {08-0578}

Statement of Conversion: Entity with AK Entity # Converting to Domestic Limited Liability Company 08-0578 New 07/01/2014 Instructions Page 1 of 5 STATEMENT OF CONVERSION Specifically for An Entity with 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 $175.00 filing fee. $25.00 Statement of Conversion Filing Fee (non-refundable) $150.00 Articles of Organization Filing Fee (non-refundable) INSTRUCTIONS FOR STATEMENT OF CONVERSION (Please retain for your records): NOTICE: The Statement of Conversion will not be filed if a biennial report is due. Please verify the following for the converting entity before completing the application: Is the qualified entity (on record with this division) in 223Good Standing224 status? Have all required biennial reports been filed? Are the officials on record correct, current and up to date? (Used to verify signatures for this filing.) Is the Registered Agent information on record correct, current and up to date? To verify the above information you may search for the entity by going to the above website, click License Search and under Search License Data select Corporations. If there is a biennial report due, it may be filed online (for immediate posting) by selecting Biennial Reports on the above website. If the officials have changed and there is no biennial report due then please submit a Notice of Change of Officials located on the above website under Forms and Fees. Select the appropriate version based on your entity type. If the Registered Agent information needs to be updated please submit a Statement of Change located on the above website under Forms and Fees. Select the appropriate version based on your entity type. 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 $150.00 fee (which is already included in the above stated filing fees). 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 with AK Entity # Converting to Domestic Limited Liability Company 08-0578 New 07/01/2014 Instructions Page 2 of 5 ITEM 1: Provide the name of the converting (changing from) entity, the Alaska Entity Number (mandatory) 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.): 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. If the converting entity is currently on record with this division (has an AK Entity Number) and the signer is an official of the entity then the signer must be currently on record with this division. 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 American LegalNet, Inc. www.FormsWorkFlow.com Statement of Conversion: Entity with AK Entity # Converting to Domestic Limited Liability Company 08-0578 New 07/01/2014 Instructions Page 3 of 5 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. IMPORTANT: Changing Officials On the date the Statement of Conversion is filed for record all officials currently on record for the converting (changing from) entity (listed in Item #1 on the Statement of Conversion) will be removed from record. The converted (changing to) entity (listed in Item # 2 of the Statement of Conversion) must file a notification of changing officials with this division. A Notice of Change of Officials must be filed in the manner and time prescribed in AS 10.06.813, 10.20.631, 10.50.765, or AS 32.11.020(d). In the case of a Limited Partnership: a domestic Limited Partnership must file an Amended Certificate of Limited Partnership and for a foreign Limited Partnership must file a Certificate of Correction in the manner and time prescribed in AS 32.11.020(d). The appropriate forms can be found online at the above website and select Forms and Fees. The notification form may be filed in conjunction with the Statement of Conversion. The filing fee is $25. SUBMITTAL: Please submit forms and payment together. A notification of officials changing maybe filed in conjunction with the Statement of Conversion; please include the appropriate form and filing fee. Mail the Statement of Conversion (form 08-578) and the $175.00 non-refundable filing fee in U.S. dollars to: o State of Alaska, Corporations Sectio