Statement Of Interest Exchange (All Entity Types) {08-0566}

Statement of Interest Exchange: All Entity Types 08-0566 New 07/01/2014 Instructions Page 1 of 4 These instructions and the attached form 08-566 are specifically for STATEMENT OF INTEREST EXCHANGE All Entity Types Under the Alaska Entity Transaction Act AS 10.55.301-.306 Filing Fee: $25.00 (non-refundable) INSTRUCTIONS FOR STATEMENT OF INTEREST EXCHANGE (Please retain for your records): NOTICE: The Statement of Interest Exchange will not be filed if a biennial report is due. Please verify the following for all the acquired and acquiring entities 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 AN INTEREST EXCHANGE? An Interest Exchange means a transaction authorized by AS 10.55.301-10.55.306 (excluding entities stated in AS 10.55.110). Under this: A domestic (Alaskan) acquiring (gaining) entity may acquire all of one or more classes or series of interests of another domestic (Alaskan) or foreign (non-Alaskan) acquired (releasing) entity; -OR- All of one or more classes or series of interests of a domestic (Alaskan) acquired (releasing entity) may be acquired by another domestic (Alaskan) or foreign (non-Alaskan) acquiring (gaining) entity; -OR- A foreign (non-Alaskan) entity may be the acquiring (gaining) entity or acquired (releasing) entity in an interest exchange under AS 10.55.301-306 if the interest exchange is authorized by the law of the foreign entity222s jurisdiction of organization. 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 Interest Exchange: All Entity Types 08-0566 New 07/01/2014 Instructions Page 2 of 4 Except as otherwise provided in the acquiring (gaining) entity222s organic law or rules; the interest holders of the acquiring entity are not required to approve the interest exchange. ITEM 1: Provide the acquired (releasing) entity name, the Alaska Entity Number (if applicable), the jurisdiction (home state), and the entity type of the acquired (releasing) entity. Pursuant to AS 10.55.901 223Acquired entity224 means the entity in which all of one or more classes or series of interests are acquired (released) in an interest exchange. ITEM 2: Provide the acquiring (gaining) entity name, the Alaska Entity Number (if applicable), the jurisdiction (home state), and the entity type of the acquiring (gaining) entity. Pursuant to AS 10.55.901 223Acquiring entity224 means the entity that acquires (gains) all of one or more classes or series of interests of the acquired (releasing) entity in an interest exchange. ITEM 3: (Optional) The future effective date of the interest exchange, if different from date of filing, must be a specific future date and cannot exceed 90 days from date of filing. ITEM 4: This statement is required by statute. Please read through and verify. ITEM 5: If the acquired (releasing) entity is a domestic (Alaskan) entity and its public organic documents are being amended as part of the Plan of Interest Exchange, then it must identify the section(s) being amended and provide the amended section(s) in full. Attach an additional 8.5224 X 11224 sheet if necessary. Note 226 Authorized Shares Change: If the interest exchange changes the number of authorized shares of the acquiring (gaining) entity which is a domestic (Alaskan) or qualified (on record with the state) foreign (non-Alaskan) business or professional corporation, then the acquiring entity must file a separate amendment to change the authorized shares information on record with the division. The appropriate amendment forms, based on the entity type, can be found on the Corporations website at http://commerce.alaska.gov/cbpl/corp under Forms and Fees. Note 226 Percentage Owned Change: If the officials, director, shareholder or percent owned information on record will be changing in either the acquired (releasing) entity or acquiring (gaining) entity then a separate Notice of Change of Officials must be filed for each entity. If this statement results in the change of an official who holds a percentage of interest or shares in either the acquired (releasing) or acquiring (gaining) entity, then 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). In the case of a Limited Liability Partnership: a domestic Limited Liability Partnership must file an Amended Statement of Qualification and a foreign Limited Liability Partnership must file an Amended Statement of Foreign Qualification in the manner and time prescribed in AS 32.06.911 & 32.06.970. The appropriate notice of change forms, based on the entity type, can be found on the above website under Forms and Fees. ITEM 6: Other Provisions: The Statement of Interest Exchange may contain other provisions not prohibited by law. American LegalNet, Inc. www.FormsWorkFlow.com Statement of Interest Exchange: All Entity Types 08-0566 New 07/01/2014 Instructions Page 3 of 4 ITEM 7: The Statement of Interest Exchange must be signed on behalf of the acquired (releasing) entity (listed in Item #1 above). If the acquired entity is a corporation, it must be signed by an officer of the corporation. If the acquired entity is not corporations, it must be signed by the person authorized by the entity. If the acquired entity is in the hands of a receiver, trustee, or other court-appointed fiduciary, it must be signed by the fiduciary. If the acquired (releasing) 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 business corporation that the individual is representing, and the 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 Interest Exchange 226OR- Statement of Interest Exchange Do not send both together. Submit either the Statement of Interest Exchange OR the Plan of Interest Exchange that is signed on behalf of all entities and contains all the information required to be in the Statement of Interest Exchange and is delivered to the Division for filing after the plan has been adopted and approved by all merging entities. Sending both the Plan of Interest Exchange and the Statement of Interest Exchange together may cause delays in processing time. SUBMITTAL: P