Statement Of Merger (All Entity Types) {08-0564}

Statement of Merger: All Entity Types 08-0564 New 07/01/2014 Instructions Page 1 of 4 These instructions and the attached form 08-564 are specifically for STATEMENT OF MERGER All Entity Types Merging under the Entity Transaction Act AS 10.55.205 Filing Fee: $25.00 (non-refundable) INSTRUCTIONS FOR STATEMENT OF MERGER (Please retain for your records): NOTICE: The Statement of Merger will not be filed if a biennial report is due. Please verify the following for the all the merging 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 A MERGER? A merger is a transaction authorized by AS 10.55.201-10.55.206 (excluding entities stated in AS 10.55.110). Under this statute: One or more domestic (Alaskan) entities may merge with one or more domestic (Alaskan) or foreign (non-Alaskan) entities into a domestic (Alaskan) or foreign (non-Alaskan) surviving entity; - OR - Two or more foreign (non-Alaskan) entities may merge into a domestic (Alaskan) entity. Except as otherwise provided by complying with the provisions of AS 10.55.201 226 AS 10.55.206 applicable to foreign (non-Alaskan) entities, a foreign entity may be a party to a merger under AS 10.55.201 226 10.55.206 or may be the surviving entity in a merger if the merger 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 Merger: All Entity Types 08-0564 New 07/01/2014 Instructions Page 2 of 4 ITEM 1: Provide the non-surviving (merging out of existence) entity name, the Alaska Entity Number (if applicable), the jurisdiction (home state), and the entity type of the merging entity that is not the survivor. ITEM 2: Provide the surviving (continuing to exist) entity name, the Alaska Entity Number (if applicable), the jurisdiction (home state), and the entity type of the merging entity that is the survivor. ITEM 3: (Optional) The future effective date of merger, 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 surviving (continuing to exist) entity is domestic (Alaskan) and its public organic documents are being amended as part of the Plan of Merger, then it must identify the section(s) being amended and provide the amended section(s) full. Attach an additional 8.5224 X 11224 sheet if necessary. ITEM 6 & 7: If the surviving (continuing to exist) entity is created by the merger and is a domestic (Alaskan) entity, then the newly created entity222s public organic document must be included as an attachment to this Statement of Merger along with the appropriate filing fees. ITEM 8: If the surviving (continuing to exist) entity is a foreign (non-Alaskan) non-qualified (not on record with the State of Alaska) entity which is not conducting business in Alaska, then a mailing address to which the department may send any process served on the commissioner must be provided. -OR- If the survivor is a foreign (non-Alaskan) non-qualified (not on record with the State of Alaska) entity which is conducting business in Alaska then it must obtain a Certificate of Authority post-merger. This form is available on the Corporation222s website at http://commerce.alaska.gov/cbpl/corp. ITEM 9: Other Provisions: The Statement of Merger may contain other provisions not prohibited by law. ITEM 10: The Statement of Merger must be signed on behalf of each merging entity. If the merging entities are corporations, it must be signed by an officer of the corporation. If the merging entity is not a corporation, it must be signed by the person authorized by the entity. If the merging entity is in the hands of a receiver, trustee, or other court-appointed fiduciary, it must be signed by the fiduciary. If the merging 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 226 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 226 If the Survivor Entity is new to Alaska - Create: If the surviving (continuing to exist) entity is created by the merger and is a domestic (Alaskan) entity, then the newly created entity222s public organic document must be included as an attachment to this Statement of Merger along with the appropriate filing fees. If the survivor (continuing to exist) is a foreign (non-Alaskan) non-qualified (not on record with the State of Alaska) entity which is conducting business in Alaska then it must obtain a Certificate of Authority post-merger. This form is available on Corporation222s web page listed above. American LegalNet, Inc. www.FormsWorkFlow.com Statement of Merger: All Entity Types 08-0564 New 07/01/2014 Instructions Page 3 of 4 NOTE 226 If Survivor Entity exists 226 Change Officials & Registered Agent: Officials: If prior to the merger the survivor entity exists on record with the State of Alaska and the merger results in a change of an official, director, shareholder and percent owned then a Notice of Change of Officials must be filed with the division. The Notice Change of Officials may be filed at the same time as this Statement of Merger. If this statement results in the change of an official who holds a percentage of interest or shares in either merging entity, 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. Registered Agent: If prior to the merger the survivor entity exists on record with the State of Alaska and the merger results in a change in the Registered Agent or the registered agent222s address then a Statement of Change must be filed with the division. The Statement of Change may be filed at the same time as this Statement of Merger. NOTE 226 Plan o