BCS/CD-753p (Rev. 04/11) MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS Date Received BUREAU OF COMMERCIAL SERVICES (FOR BUREAU USE ONLY) This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. Name Address City State Zip Code EFFECTIVE DATE: Document will be returned to the name and address you enter above. If left blank document will be mailed to the registered office. ARTICLES OF ORGANIZATION AND CERTIFICATE OF CONVERSION For use by Domestic Partnerships or Domestic Limited Partnerships to convert to a Domestic Professional Limited Liability Company B (Please read information and instructions on last page) Pursuant to the provisions of Act 23, Public Acts of 1993, the undersigned execute the following Articles: ARTICLE I The name of the professional limited liability company is: ARTICLE II The limited liability company is organized for the sole and specific purpose of rendering the following professional service(s): ARTICLE III The duration of the limited liability company if other than perpetual is: ARTICLE IV 1. The street address of the location of the registered office is: , Michigan (Street Address) (City) (ZIP Code) 2. The mailing address of the registered office if different than above: , Michigan (Street Address or P.O. Box) (City) (ZIP Code) 3. The name of the resident agent at the registered office is: ARTICLE V All members and managers, will be duly licensed or otherwise legally authorized to render one or more of the professional service(s) for which this limited liability company is organized except as otherwise provided in Section 904 of P.A. 23 of 1993 or prohibited. American LegalNet, Inc. www.FormsWorkFlow.com ARTICLE VI (Insert any additional provisions authorized by the act, attach additional pages if needed.) . Signed this day of , By (Signature) (Type or Print Name) CERTIFICATE OF CONVERSION I hereby certify: The name of the partnership or limited partnership is (name) The partnership was formed . (date) The limited partnership formed on is cancelled as of the (date) effective date of the Articles of Organization. (signature) (name) (title or capacity) American LegalNet, Inc. www.FormsWorkFlow.com BCS/CD-753p (04/11) Preparer's Name Business Telephone Number INFORMATION AND INSTRUCTIONS 1. This form may be used to draft your Articles of Organization and Certificate of Conversion. A document required or permitted to be filed under the act cannot be filed unless it contains the minimum information required by the act. The format provided contains only the minimal information required to make the document fileable and may not meet your needs. This is a legal document and agency staff cannot provide legal advice. Since this document will be maintained on electronic format, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected. 2. This document is to be used pursuant to the provisions of Act 23, P.A. of 1993. A limited liability company which will be providing services rendered by a certified or other public accountant, a dentist, an osteopathic physician, a physician, a surgeon, a doctor of divinity or other clergy, or an attorney-at-law may only be formed as a professional limited liability company. 3. Article I - The name of a domestic professional limited liability company is required to contain one of the following words or abbreviations: "Professional Limited Liability Company", "P.L.L.C.", "P.L.C.", "PLLC", or "PLC". 4. Article II - State the specific professional service(s) for which the limited liability company is organized. 5. Article V - Members and managers must be licensed to perform at least one of the service(s) for which the professional limited liability company is organized. A professional limited liability company may provide more than one service, unless otherwise prohibited. If the professional limited liability company renders a professional service that is included within the public health code, Act No. 368 of the Public Acts of 1978, being sections 333.1101 to 333.25211 of the Michigan Compiled Laws, then all members of the limited liability company shall be licensed or legally authorized in this state to render the same professional service. 6. This document is effective on the date endorsed "Filed" by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated as an additional article. 7. The Conversion must be signed on behalf of the partnership. The Articles must be signed by one or more persons organizing the Limited Liability Company. State name of person signing beneath their signature. 8. If more space is needed, attach additional pages. All pages should be numbered. 9. NONREFUNDABLE FEE: Make remittance payable to the State of Michigan. Include limited liability company name and identification number on check or money order. ......................................................................................... $75.00 To submit by mail: Michigan Department of Licensing and Regulatory Affairs Bureau of Commercial Services Corporation Division P.O. Box 30054 Lansing, MI 48909 To submit in person: 2501 Woodlake Circle Okemos, MI Telephone: (517) 241-6470 Fees may be paid by VISA or Mastercard when delivered in person to the Bureau. MICH-ELF (Michigan Electronic Filing System): First Time Users: Call (517) 241-6470, or visit our website at http://www.michigan.gov/corporations Customer with MICH-ELF Filer Account: Send document to (517) 636-6437 LARA is an equal opportunity employer/program. Auxiliary adis, services and other reasonable accommodations are available upon request to individuals with disabilities. American LegalNet, Inc. www.FormsWorkFlow.com Optional expedited service. Expedited review and filing, if fileable, is available for all documents for profit corporations, limited liability companies, limited partnerships and nonprofit corporations. The nonrefundable expedited service fee is in addition to the regular fees applicable to the specific document. Please complete a separate BCS/CD-272 form for expedited service for each document submitted in person, by mail or MICH-ELF. 24-hour service - $50 for formation documents and applications for certificate of authority. 24-hour service - $100 for any document concerning an existing entity. Same day service Same day - $100 for formation documents and applications for certificate of authority. Same day - $200 for any document concerning an existing entity. Review completed on day of receipt. Document and request for same day expedited service must be received by 1 p.m. EST OR EDT. Two hour - $500 Review completed within two hours on day of receipt. Document and request for two hour expedited service must be received by 3 p.m. EST OR EDT. One hour - $1000 Review completed within one hour on day of receipt. Document and request for 1 hour expedited service must be received by 4 p.m. EST OR EDT. First time MICH-ELF user requesting expedited service must obtain a MICH-ELF filer number prior to submitting a document for expedited service. BCS/CD-901. Changes to information on MICH-ELF user's account must be submitted before requesting expedited service. BCS/CD-901. Documents submitted by mail are delivered to a remote location for receipts processing and are then forwarded to the Corporation Division for review. Day of receipt for mailed expedited service requests is the day the Corporation Division receives the request. Rev. 5/10 American LegalNet, Inc. www.FormsWorkFlow.com