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 sixty (60) days after the Commission has approved the filing, you must publish the Articles of Domestication of a Tax –Exempt Nonprofit Organization 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:0036a REV: 09/2008 Page 1 of 4 Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkFlow.com ________________________________________________________________________________________________________________________ DO NOT WRITE ABOVE THIS LINE, FOR ACC USE ONLY ARTICLES OF DOMESTICATION OF A TAX-EXEMPT NONPROFIT CORPORATION 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: ___________________________________________________________________________________________ ___________________________________________________________________________________________ 5. Character of Affairs The Character of Affairs of the corporation will be: ___________________________________________________________________________________________ ___________________________________________________________________________________________ 6. Known Place of Business in Arizona The street address of the known place of business of the Corporation is: ___________________________________________________________________________________________ ___________________________________________________________________________________________ ___________________________________________________________________________________________ ___________________________________________________________________________________________ CF:0036a REV: 09/2008 Page 2 of 4 Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkFlow.com 7. Statutory Agent (In Arizona). The name and address of the statutory agent of the Corporation is: _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ 8. No part of the net earning of the corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article IV. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements,) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on: (a) by a corporation exempt from Federal Income Tax under Section ______ of the Internal Revenue Code of ______ (or the corresponding provision of any future United States Internal Revenue Law) or: (b) by a corporation, contributions to which are deductible under Section _____ of the Internal Revenue Code of _______ (or the corresponding provisions of any future United States Internal Revenue Laws). 9. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all its assets exclusively for the purposes of the corporation in such a manner, or to such organizations organized and operated exclusively for charitable, educational, religious or scientific purpose as shall at the time qualify as an exempt organization or organizations under Section ____ of the Internal Revenue Code of _____ (or the corresponding provision of any future United States Internal Revenue Laws) as the Board of Directors shall determine. Any such assets not disposed of shall be disposed of by the Superior Court of the county in which the principle office of the corporation is then located, exclusively for such purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purpose 10. Board of Directors. The board of directors currently consist of ______ director(s). The name(s) and address(es) of the person(s) who is(are) to serve as the director(s) until the first annual meeting of the members, if a member corporation, or Board of Directors, if the corporation has no members, 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. CF:0036a REV: 09/2008 Page 3 of 4 Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkFlow.com 11. Discrimination Policy (check this box, if this provision will apply to your corporation.) DISCRIMINATION: The corporation will not practice or permit discrimination on the basis of sex, age, race, national origin, religion, or physical handicap or disability. 12. Members (Check One) The corporation 13. will will not have members. Adoption. These Articles of Domestication have been adopted in accordance with A.R.S. §10-3221. They were adopted by the Board of Directors on __________________, _____ and by the members, if the corporation has members, on __________________, _____. 14. 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. 15. Shares (check this box, if this provision will apply to your corporation.) All issued shares have been converted and designated as membership interests in the corporation. Hereafter, the corporation shall not have, nor issue shares. Dated this _______ day of ___________________, ______. By___________________________________ _____________________________________ Name Title The new statutory agent must accept his/her appointment as the new statutory agent. Acceptance of Appointment By Statutory Agent** **(required only if a new statutory agent is being appointed) 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. Pursuant to A.R.S. §10-3223, these Articles of Domestication are accompanied a Certificate of Disclosure, and a Certificate of Good Standing duly authenticated by the official having custody of the corporate records in the jurisdiction in which the corporation was originally incorporated. CF:0036a REV: 09/2008 Page 4 of 4 Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkFlow.com