ROBIN CARNAHAN JAMES C. KIRKPATRICK STATE INFORMATION CENTER (573) 751-4936 SECRETARY OF STATE STATE OF MISSOURI CORPORATIONS (573) 751-4153 General Business Corporation Instruction Sheet Here is information we hope you will find useful in considering the formation of a Missouri Corporation. 1. The name of the Corporation: A. The name must be distinguishable upon the records from the name of any domestic corporation currently in existence, any foreign corporation which is qualified and in good standing, limited partnership, limited liability company, limited liability partnership, limited liability limited partnership or a name which is currently reserved. B. The corporation name may not be one that might falsely imply governmental affiliation. C. The words Cooperative, Bank, Insurance Company and Redevelopment may not be used in a corporate title for a Chapter 351 or 355 corporation. D. Name Check. Before drafting articles of incorporation it is imperative that you check with this office concerning the availability of the desired name. This may be done by mail or telephone by calling either (573) 751-4153 or (866) 223-6535 (toll-free). You may also select the Online Business Services business entity search at www.sos.mo.gov. Even though a name may have been checked with us for availability, checks, letterheads, seals or share certificates ordered prior to incorporation are purchased at your own risk. We recommend that nothing be printed until a name is incorporated by this office and you have received your certificate of incorporation. E. Reservation of corporate name. If you wish, you may reserve a corporate name in advance. You may request a reservation with either a letter or forms from this office. A name may be reserved for 60 days, and a fee of $25.00 must accompany a reservation of a corporate name. The name may not be reserved for more than 180 days. 2. The corporation must have a registered agent and office in Missouri, which may be an individual or registered corporation in Missouri. 3. The incorporation fee is $58.00 if no more than 30,000 shares are issued and the par value does not exceed $30,000. If either amount is exceeded the fee is based on “authorized capital.” The fee is $55.00 for any amount up to $30,000 and $5.00 more for each additional $10,000 of authorized capital. To this total, add $3.00 for the filing fee. PO BOX 778 • JEFFERSON CITY, MISSOURI • 65102 www.sos.mo.gov American LegalNet, Inc. www.FormsWorkFlow.com 4. While a corporation may have only one director and one incorporator, it must fill the position of both president and secretary. These officers may be the same person. See Sections 351.315 and 351.360.360, RSMo. 5. The articles listing the purposes should include at least one sentence which defines the specific purpose for which the corporation is organized (e.g. what it will do to make a profit). You may also include, if desired, a statement “and all other legal acts permitted general and business corporations.” Feel free to call our office toll-free at (866) 223-6535 with any questions you may have concerning these instructions. Sincerely, Robin Carnahan Secretary of State Ltr. 8 (07/09) American LegalNet, Inc. www.FormsWorkFlow.com E PL UN PUL UM N U LL PO URI B US SALUS Robin Carnahan, Secretary of State DIV D AN ED WE FA ID D WE S T ITE State of Missouri I SUPREM MDC CCXX X ESTO LE A Corporations Division PO Box 778 / 600 W. Main St., Rm. 322 Jefferson City, MO 65102 Articles of Incorporation Article One The name of the corporation is Article Two The registered agent’s name is The address, including street and number for the registered agent’s office in the state of Missouri: (PO Box may only be used in addition to a physical street address) Street Address City State/Zip Article Three (Must complete 1 or 2) 1. If the aggregate number of shares in which the corporation shall have authority to issue DOES NOT exceed 30,000 shares or the par valued DOES NOT exceed $30,000 please check this box: or 2. If the aggregate number of shares in which the corporation shall have authority to issue exceeds 30,000 shares or the par value exceeds $30,000 dollars please indicate the number of shares of each class and the par value of each share. Also, indicate a statement of the preferences, qualifications, limitations, restrictions and the special or relative rights including convertible right, is any, in respect of the share of each class: Article Four The name and physical business or residence address of each incorporator: Name Address City/State/Zip (Please see next page) Name and address to return filed document: Name: Address: City, State, and Zip Code: Corp. 41 (11/2008) American LegalNet, Inc. www.FormsWorkFlow.com Article Five The number of years the corporation is to continue or perpetual: (Please select one) Perpetual (check box) or State number of years Article Six The corporation is formed for the following lawful purpose(s): Article Seven The number of directors to constitute the board of directors: (optional) The effective date of this document is the date it is filed by the Secretary of State of Missouri unless a future date is otherwise indicated: (Date may not be more than 90 days after the filing date in this office) In Affirmation thereof, the facts stated above are true and correct: (The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo) Signature of Incorporator(s) Printed or Typed Name Name of Incorporator(s) Date of Signature Corp. 41 (11/2008) American LegalNet, Inc. www.FormsWorkFlow.com