RST MU-GS Instructions (/201) Instructions for Completing the Restated Articles of Incorporation Nonprofit Mutual Benefit Corporation to Stock Corporation (Form RST MU-GS) To change from a Nonprofit Mutual Benefit Corporation to a General Stock Corporation, the corporation must file Restated Articles of Incorporation that meet the requirements of California Corporations Code sections 202 and 7813.5. Form RST MU-GS has been created for ease in filing, however, any format meeting statutory requirements may be used. Before submitting the completed form, you should consult with a private attorney for advice about your specificbusiness needs. You must file a new Statement of Information (Form SI-550) after filing this Restated Articles of Incorporation (RSTMU-GS) to change the business address(es), or to provide the name or address of a director, officer oragent for service of process, which can be filed online at .To file this Form RST MU-GS, the Nonprofit Mutual Benefit Corporation must be active on the records of the CaliforniaSecretary of State. To check the status of the Nonprofit Mutual Benefit Corporation, go to BusinessSearch.sos.ca.gov.Fees: Filing Fee: The fee for filing the Restated Articles of Incorporation (Form RST MU-GS) is $70.00.Faster Service Fee:-Counter and guaranteed expedite services are available only for documents submitted in person (drop off) to ourSacramento office.-Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you submit in person(drop off) your completed document at our Sacramento office. The $15.00 counter drop off fee provides priorityservice over documents submitted by mail. The special handling fee is not refundable whether the document isfiled or rejected.-Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within aguaranteed timeframe for a non-refundable fee instead of the counter drop off fee. For detailed information aboutthis faster processing service through our Preclearance and Expedited Filing Services, go towww.sos.ca.gov/business/be/service-options.Copies: Upon filing, we will return one (1) plain copy of your filed document for free, and will certify the copy upon request and payment of a $5 certification fee. To obtain additional copies or certified copies of this filed Restated Articles of Incorporation, include payment for copy fees and certification fees at the time the Restated Articles of Incorporation is submitted. Additional copy fees are $1.00 for the first page and $.50 for each attachment page. For certified copies, there is an additional $5.00 certification fee, per copy. Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send cash by mail. If submitting the document in person in our Sacramento office, payment also may be made by credit card Processing Times: For current processing times, go to www.sos.ca.gov/business/be/processing-times. Type or legibly print in black or blue ink. Complete the Restated Articles of Incorporation (Form RST MU-GS) as follows: Item Instruction Tips 1 a . Enter the name of the Nonprofit Mutual Benefit Corporation exactly as it appear s on the records of the California Secretary of State including the entity ending , punctuation and abbreviations (ex . Inc. Incorporated To ensure you have the exact name of the Nonprofit Mutual Benefit Corporation, look to your registration document filed with the California Secretary of State and any name change amendments. American LegalNet, Inc. www.FormsWorkFlow.com RST MU-GS Instructions (/201) 1b . Enter the 7 - digit E ntity ( File ) N umber issued to the Nonprofit Mutual Benefit Corporation by the California Secretary of State at the time of registration. The 7 - digit E ntity ( F ile ) N umber is provided by the Secretary of State above the file stamp at the top of the reg istration document filed with the California Secretary of State. To ensure you have the correct Entity ( File ) Number of the Nonprofit Mutual Benefit Corporation , look to your registration document filed with the California Secretary of State and any name change amendments. Secretary of State Records can be accessed online through our Business Search at BusinessSearch.sos.ca.gov . While searching the Business Search, be sure to identify your Nonprofit Mutua l Benefit Corporation correctly including the jurisdiction that matches your corporation . If you cannot locate your Secretary of State Entity (File) Number of the Nonprofit Mutual Benefit Corporation, please leave item 1b blank. I . If you are changing the name of the C orporation listed in Item 1 a , e nter the new name of the C orporation exactly as you want it is to appear on the records of the California Secretary of State including the entity ending , if any (ex . Inc . Construction, Incorporated If you are not changing the name of the corporation, please list the name exactly as it appears on the records of the Secretary of State including the entity ending, punctuation and abbreviation (as you did in item 1 a ). There are legal limitations on what name can beused for the Corporation. For general corporationname requirements and restrictions or forinformation on reserving a corporation name priorto submitting Form RST MU-GS, go to A preliminary search of corporation names alreadyof record can be made online through our BusinessSearch at BusinessSearch.sos.ca.gov. Pleasenote: The Business Search is not intended to serveas a formal name availability search. Forinformation on checking or reserving a name, go to A name reservation is not required to submit FormRST MU-GS. There is no requirement that you change yourname when changing from a nonprofit mutualbenefit corporation to a general stock corporationunless the entity name would be misleading whenused by a general stock corporation (e.g. the name American LegalNet, Inc. www.FormsWorkFlow.com RST MU-GS Instructions (/201) II . Enter the number of shares the C orporation is authorized to issue. Do not leave blank or enter zero (0). The C orporation must authorize at least 1 share but can authorize any number of shares. This form only may be used for a single class of shares. If the C orporation needs a multiple share structure, you must compose your own Restated Articles of Incorporation. Before shares of stock are sold or issued, theCorporation must comply with the CorporateSecurities Law of 1968 administered by theCalifornia Department of Business Oversight. Formore information, go to or call theCalifornia Department of Business Oversight at(866)275-2677. III . You must indicate what will happen to the Nonprofit Mutual Benefit interests, if any, upon changing to a stock corporation or indicate that no membership interests are outstanding at the time of filing this document. Only one box may be checked. If the Corporation is converting each oneoutstanding membership interest into one share ofcommon stock of the corporation, make sure thereare enough authorized shares in Item tocover thenumber of membership interests. IV . The purpose statement is required. Do not alter. 3a The voting statement of the board of directors is required. Do not alter. 3 b. If the mutual benefit corporation has outstanding membership interests, you must indicate that these members voted to approve the Restated Articles of Incorporation in accordance with the requirements of law. If the mutual benefit corporation does not hav e outstanding membership interests, you must indicate th e mutual benefit corporation had no members, to clarify that member approval was not required. Only c heck one box. If the corporation has outstanding membership interests and the members voted to appr ove the Restated Articles of Incorporation in accordance with California Corporations Code section 7812, 7813 and 7819, check the first box. Sections 7812, 7813 and 7819 set forth the approvals required for various amendment and restatement provisions and should be consulted to determine the voting requirements for your corporation. If the corporation does not have outstanding membership interests, check the second box. American LegalNet, Inc. www.FormsWorkFlow.com R