State of Alaska Division of Corporations, Business and Professional Licensing CORPORATIONS SECTION PO Box 110806 Juneau, AK 99811-0806 Phone: (907) 465-2550 Fax: (907) 465-2974 Website: www.commerce.state.ak.us/occ CERTIFICATE OF AUTHORITY Foreign Business, Non Profit, or Cooperative Corporation INSTRUCTIONS: (Please retain for your records) If you need assistance in completing your filing, it is advised that you seek legal counsel. 1. Legal Name: The name of the corporation. A corporate name must contain the word "corporation," "company," "incorporated," or "limited," or an abbreviation of one of these words. The corporate name may not contain a word or phrase that indicates or implies that the corporation is organized for a purpose other than the purpose contained in its articles of incorporation. A corporate 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 Corporations section at http://www.commerce.state.ak.us/occ and Search Corporations Database. 2. Assumed Name: The name the corporation elects to use if the name in the state of domicile is already in use by another entity in Alaska. To search the availability of the legal name of the corporation in the State of Alaska go to the Corporations section at http://www.commerce.state.ak.us/occ and Search Corporations Database. 3. • State of Domicile • Date of Incorporation (mm/dd/yyyy) in the state of domicile. • Duration is the length of time a corporation expects to exist. It may be “Perpetual” or a specific future date (mm/dd/yyyy) of less than 100 years. 4. Purpose: May include “any lawful”. NAICS: industry grouping six-digit code that most clearly describes the initial activities of the corporation. You may view or search NAICS Codes online at http://www.commerce.state.ak.us/occ 5. Address of the Principal Office: Address of the corporation in the state or country of domicile. 6. Registered Agent: The Registered Agent of the corporation must have an address in Alaska. If the registered office mailing address is a post office box, the physical address of the registered office must be listed. A corporation shall continuously maintain in this state a registered agent and a registered office. The registered office may be the same as the place of business of the corporation. The registered agent may be either an individual resident of this state whose business office is the same as the registered office, or a domestic or foreign corporation authorized to transact business in this state whose business office is the same as the registered office. A corporation may not act as its own Registered Agent. A limited liability company cannot be a registered agent. 7. Alien Affiliate: Defined in AS 10.06.990 as: Affiliate: a person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, a corporation subject to this chapter. Alien: 1. An individual who is not a citizen or national of the United States, or who is not lawfully admitted to the United States for permanent residence, or paroled into the United States under the Immigration and Nationality Act (8 U.S.C. 1101 - 1525, as amended): 2. A person, other than an individual, that was not created or organized under the laws of the United States or of a state, or whose principal place of business is not located in any state; or 3. A person, other than an individual, that was created or organized under the laws of the United States or of a state, or whose principal place of business is located in a state, and that is controlled by a person described in (1) or (2) of this paragraph; 08-410 (Rev. 02/24/10) INSTRUCTIONS PAGE 1 OF 2 American LegalNet, Inc. www.FormsWorkFlow.com 8. Authorized Shares: All for-profit business corporations and cooperative corporations must provide the number of authorized shares. Zero (0) is not an acceptable answer. If there is more than one class or series of authorized shares please provide this information. 9. Issued Shares: Provide the number, class and series of issued shares. If you have issued shares, complete #11. 10. Officers and Directors: List the names and mailing address of the officers and directors of the corporation. You may attach an additional 8½" x 11" page if necessary. Do not include confidential information such as Social Security Numbers, driver license numbers or date of birth, as this record is public information. 11. Shareholders: List the name and mailing address of persons owning 5% or more of the shares or 5% of any class of shares and the percentage owned by that person. If you have shareholders, complete #9. 12. Cooperative Requirement: If entity is a Cooperative Corporation, provide the name and mailing address of at least one member residing in Alaska. 13. Signatures: The printed name and signature of the President or Vice President of the corporation, and its Secretary or Assistant Secretary is required. If the same person holds two of these positions two different people must sign the application unless one person holds all positions. If you have specific legal questions or concerns about this filing, you are strongly advised to consult an attorney or other professional to assist you. Mail pages 1-- 4 and the appropriate filing fee (in U.S. dollars). $350.00 Foreign Business Corporation $350.00 Foreign Cooperative Corporation $50.00 Non-Profit Corporation Mail to: State of Alaska Corporations Section PO Box 110806 Juneau, AK 99811-0806 For additional information or forms visit our website at http://www.commerce.state.ak.us/occ ADDITIONAL RESOURCES: • Alaska Corporate Net Income Tax Alaska Department of Revenue, Tax Division, P.O. Box 110420, Juneau, Alaska, 99811-0420, Telephone (907) 465-2320. Every corporation earning gross income from sources within the state, except for those corporations that are specifically exempted, must file a corporation net income tax return. A corporation may elect to file a consolidated Alaska return with its affiliates. The Alaska return is due 30 days after the due date of the Federal Tax Return. The tax due must be paid by the 15th day of the third month following the close of the tax year. Form 04-611 is the prescribed form on which the Alaska Corporation Net Income Tax is to be reported for most corporations. However, those corporations engaged in oil and gas production or pipeline transportation must use Form 04-650. • Non-Profit 501(c) (3) The State of Alaska does not grant tax-exempt status. This designation comes from the U.S. Department of the Treasury, Internal Revenue Service. For additional information or IRS forms visit www.irs.gov. Telephone assistance specific to exempt organizations is available by calling: IRS Exempt Organizations Customer Account Services toll-free at 1-877-829-5500. INSTRUCTIONS PAGE 2 OF 2 08-410 (Rev. 02/24/10) American LegalNet, Inc. www.FormsWorkFlow.com State of Alaska Division of Corporations, Business and Professional Licensing CORPORATIONS SECTION PO Box 110806 Juneau, AK 99811-0806 Phone: (907) 465-2550 Fax: (907) 465-2974 Website: www.commerce.state.ak.us/occ DO NOT STAMP ABOVE THIS BOX CORP (OFFICE USE ONLY) CERTIFICATE OF AUTHORITY Foreign Business, Non Profit, or Cooperative Corporation Pursuant to the provisions of the Alaska Statutes, the undersigned corporation applies for a Certificate of Authority and, for that purpose, submits the following statement: 1. The legal name of the corporation: Must contain the word “corporation”, “company”, “incorporated”, “limited” or an abbreviation of one of these words. The entity listed above is a: Foreign Business Corporation Foreign Non Profit Corporation Foreign Cooperative Corporation This foreign entity is active and in good standing in the state of domicile. 2. The assumed name elected to use in Alaska if the legal name in not available: 3. State of domicile, date of incorporation in the state or country of domicile and the period of duration: Duration is the length of time a corporation expects to exist. It may be a specific future date (mm/dd/yyyy) of less than 100 years or “Perpetual”. State of Domicile: Date of Incorporation: (mm/dd/yyyy) Duration: 4. The purpose of the corporation and the 6-digit NAICS industry grouping code that most clearly describe the initial activities of the corporation: NAICS Purpose: Code: 5. Address of the principal office of the corporation wherever located: Mailing Address: Physical Address if Mailing Address is a Post Office Box: City: State: ZIP Code: E-mail address: 08-410 (Rev. 02/24/10) Page 1 of 4 American LegalNet, Inc. www.FormsWorkFlow.com 6. Registered Agent name and address: Must have a physical and mailing address in Alaska Name: Mailing Address: AK ZIP Code: AK ZIP Code: Physical Address if Mailing Address is a Post Office Box: City: 7. Name and Address of each alien affiliate. If there are no alien affiliates indicate by “None”: Name: Mailing Address: City: State: ZIP Code: Province: Country: Attach additional sheet if more than one alien affiliate. 8. Number of Authorized Shares: Required for Business and Cooperative Corporations. Zero (0) is not acceptable. Common -orPreferred # of Authorized Shares Class Series Par Value Common -orPreferred # of Authorized Shares Class Series Par Value 9. Number of issued shares: If you have issued shares please complete #11 # of Issued Shares Class Series Par Value # of Issued Shares Class Series Par Value 10. The names and mailing addresses of the officers and directors of the corporation: Title Name Mailing Address City State ZIP Code President Vice President Secretary Treasurer Director Director If necessary, attach additional pages for continuation. Please do not include confidential information such as Social Security Numbers, driver license numbers or date of birth as this record is public information. 08-410 (Rev. 02/24/10) Page 2 of 4 American LegalNet, Inc. www.FormsWorkFlow.com 11. Name and address of each person/entity owning 5% or more of the issued shares or 5% of any class of issued shares and the percentage of the issued shares owned by that person. If there are no person/entity owning 5% or more please indicate with “NONE”. Attach an additional page if necessary. If you have shareholders please complete #9 Name Mailing Address City State ZIP Code % Issued Shares Held 12. If entity is a Cooperative Corporation, list the name and mailing address of at least one member residing in Alaska: Name: Mailing Address: City: AK ZIP Code: 13. The PRINTED name and SIGNATURE of the President or Vice President of the corporation, and its Secretary or an Assistant Secretary, is required. If the same person holds two of these positions, two different people must sign the application unless one person holds all positions. By signing this application for Certificate of Authority, I attest that the information set forth above is true and correct. Signature of President or Vice President Printed Name Date __ / __ / __ Signature of Secretary or Assistant Secretary Printed Name Date __ / __ / __ To resolve questions with this filing: Please be aware, this form will become public information. Contact Name Contact Phone Number If you have specific legal questions or concerns about this filing, you are strongly advised to consult an attorney or other professional to assist you. Mail pages 1-- 4 and the appropriate filing fee (in U.S. dollars). $350.00 Foreign Business Corporation $350.00 Foreign Cooperative Corporation $50.00 Non-Profit Corporation Mail to: State of Alaska Corporations Section PO Box 110806 Juneau, AK 99811-0806 For additional information or forms please visit our web site at: http://www.commerce.state.ak.us/occ 08-410 (Rev. 02/24/10) Page 3 of 4 American LegalNet, Inc. www.FormsWorkFlow.com DISCLOSURE OF CORPORATE PURPOSE USING THE NORTH AMERICAN INDUSTRY CLASSIFICATION SYSTEM (NAICS) A separate Disclosure of Corporate Purpose must be attached to the Application for Certificate of Authority, which most closely describes the activities of the corporation. The NAICS Code must not conflict with the purpose listed in the Articles of Incorporation. You may view or search the NAICS codes at the website below: http://www.commerce.state.ak.us/occ The 6 digit NAICS industry grouping code which most clearly describe the initial activities of the corporation is: 08-410 (Rev. 02/24/10) Page 4 of 4 American LegalNet, Inc. www.FormsWorkFlow.com