PHOENIX OFFICE TUCSON OFFICE 1300 West Washington Phoenix, Arizona 85007-2929 Phone: (602) 542-3026 Toll Free (AZ only): 1-800-345-5819 400 West Congress, Suite #221 Tucson, Arizona 85701-1347 Phone: (520) 628-6560 Toll Free (AZ only): 1-800-345-5819 www.azcc.gov www.azcc.gov ARIZONA CORPORATION COMMISSION CORPORATIONS DIVISION GENERAL FILING INSTRUCTIONS FOR ARTICLES OF DOMESTICATION Pursuant to A.R.S. §§10-222 & 10-3222 ALL CORPORATIONS DOMESTICATING INTO ARIZONA MUST COMPLY WITH THE FOLLOWING: Make sure that the corporate name you are using is available for use by your corporation. The name may be formally reserved for 120 days for a fee of $10.00 or on-line for a fee of $45.00 ($10.00 filing fee plus an additional $35.00 Expedited service fee.) If you are a holder of a tradename that is identical or non-distinguishable from the proposed name, you will be asked to provide a copy of the Tradename Certificate. Names may be checked and reserved on our website at: www.azcc.gov/divisions/corporations/filings/namingpolicy.asp. Web access is available to the public at our Phoenix and Tucson offices. Please note name reservations executed online take precedent over any other documents filed on paper and submitted by mail, fax or over the counter. Deliver the completed original Articles of Domestication (and one (1) or more exact copies) to the Commission. Your filed copy will be returned to you when all requirements have been satisfied. Notarization is not required. The domestication must be executed by a duly authorized officer. The Statutory Agent must provide a physical street/location address (A P.O. Box may also be listed. However, a physical street/location address must be furnished). A statutory agent may be either an individual Arizona resident, a domestic corporation or limited liability company, or foreign corporation or limited liability company authorized to transact business in Arizona. The Certificate of Disclosure must be signed and dated within 30 days of delivery to this office by a duly authorized officer. If the person executing the documents has a power of attorney authorizing him/her to do so, a copy of the document granting authority must be included with the filing. Attach a Certificate of Existence (Good Standing) duly authenticated by the official having custody of the corporate records in the jurisdiction in which the corporation was incorporated before the transfer of domicile. Pay the required (U.S.) Fees. Please make check payable to the Arizona Corporation Commission. Expedited service is available for an additional $35.00 fee. Business Regular $100.00 Expedited $135.00 Non-Profit Regular $100.00 Expedited $135.00 Within 60 days after the Commission has approved the filing, you must publish the Articles of Domestication in a newspaper of general circulation in the county of the known place of business in Arizona, for three (3) consecutive publications. DO NOT PUBLISH UNTIL THE COMMISSION APPROVES THE FILING. A list of acceptable newspapers in each county will accompany the approval letter and is posted on the Commission web site at: www.azcc.gov/Divisions/Corporations. The corporation may be subject to dissolution if it fails to publish. Filing an affidavit of publication is not necessary. ALL DOCUMENTS FILED WITH THE ARIZONA CORPORATION COMMISSION ARE PUBLIC RECORD. AS SUCH, ALL DOCUMENTS ARE OPEN FOR PUBLIC INSPECTION CF:0036 REV: 09/2008 Page 1 of 4 Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkflow.com ARTICLES OF DOMESTICATION Pursuant to A.R.S. §§10-222 & 10-3222 1. Name. The name of the Corporation is: _______________________________________________________________________. 2. Original Incorporation. The Corporation was originally incorporated in the State of ____________________ and the date of its incorporation in that state was _____________________, _____________. 3. Documents Furnished. The official in charge of corporate filings in the jurisdiction in which the Corporation was previously incorporated will be provided with a copy of the Articles of Domestication filed in the State of Arizona. 4. Purpose. The purpose for which the corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the laws of Arizona, as they may be amended from time to time. 5. Initial Business. The corporation initially intends to conduct the business of: ______ 6. . Known Place of Business in Arizona. The street address of the known place of business of the Corporation is: ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ 7. Statutory Agent (in Arizona). The name and address of the statutory agent of the Corporation is (If the statutory agent has a P.O. box or personal mail box (PMB) then he/she must also provide a physical location/address): ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ CF:0036 REV: 09/2008 Page 2 of 4 Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkflow.com 8. Authorized Capital. The Corporation shall have authority to issue _______________ shares of Common Stock. 9. Board of Directors. The board of directors currently consists of ______ director(s). The name(s) and address(es) of the person(s) who is(are) to serve as the director(s) until the next annual meeting of the shareholders or until his(her)(their) successor(s) is(are) elected and qualifies is(are): ________________________________ _________________________________ ________________________________ _________________________________ ________________________________ _________________________________ ________________________________ _________________________________ ________________________________ _________________________________ ________________________________ _________________________________ The number of persons to serve on the board of directors thereafter shall be fixed by the Bylaws. 10. Indemnification of Officers, Directors, Employees and Agent. The Corporation shall indemnify any person who incurs expenses by reason of the fact he or she was an officer, director, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another Corporation, partnership, joint venture, trust or other enterprise. This indemnification shall be mandatory in all circumstances in which indemnification is permitted by law. 11. Limitation of Liability. To the fullest extent permitted by the Arizona Revised Statutes as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for any action taken or for any failure to take any action as a director. No repeal, amendment or modification of this article, whether direct or indirect, shall eliminate or reduce its effect with respect to any act or omission of a director of the Corporation occurring prior to such repeal, amendment or modification. CF:0036 REV: 09/2008 Page 3 of 4 Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkflow.com 12. Adoption. These Articles of Domestication have been adopted in accordance with A.R.S. §10-221. They were adopted by the Board of Directors of the Corporation on __________________, _____ and by the shareholders of the Corporation on __________________, ______. 13. Acceptance of State Laws. Upon transfer of domicile of the Corporation to Arizona, the Corporation accepts and will be subject to the laws of Arizona. Dated this ________ day of ______________________, ________ Signature:_____________________ Title: _______________ Printed Name: _____________________________________ __________________________________________________ If signing on behalf of a company, please print the company name here. Acceptance of Appointment By Statutory Agent The undersigned hereby acknowledges and accepts the appointment as statutory agent of the above-named corporation effective this _______ day of ______________,_______ Signature:__________________________________________ Printed Name:_____________________Title: _____________ __________________________________________________ If signing on behalf of a company, please print the company name here. CF:0036 REV: 09/2008 Page 4 of 4 Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkflow.com