State of New Hampshire ARTICLES OF INCORPORATION INSTRUCTIONS FOR COMPLETING FORM 11PC (RSA 293-A:2.02 and RSA 294-A) NINE STEPS TO AVOID REJECTION 1. The form must be legibly printed or typed in black ink; pencil is not acceptable. The form must be single-sided on 8½” x 11” paper and one inch side margins must be maintained. Double-sided pages will not be accepted. 2. Article First: The name must contain a professional corporation designation. Per RSA 294-A:7, the name shall end in “Professional Corporation”, Professional Association”, “Prof. Corp.”, “Prof. Ass’n.”, “P.C.” or “P.A.” Information stating the corporation is being formed under RSA 294-A must be included in the articles of incorporation. RSA 294-A:1 VI “Professional service” means any service which may lawfully be rendered only by certified public accountants, public accountants, architects, attorneys, podiatrists, chiropractors, dentists, pharmacists, professional engineers, land surveyors, registered professional nurses, optometrists, physicians and surgeons, physician assistants, psychologists, veterinarians, and all other professionals licensed, registered, certified, or otherwise authorized and permitted to practice independently under the provisions of RSA 309-B, 310-A, 311, 315, 316-A, 317-A, 318, 326-B, 327, 328-D, 329, 330-A, or 332-B and which may not lawfully be rendered by a corporation organized under the law of this state applicable to business corporations. 3. Article Second: Per RSA 293-A:6.01, all corporations must state how many shares the corporation is authorized to issue. All corporations must have at least one share. RSA 293-A:1.40 (22) defines a share as a unit to which proprietary interests in the corporation are divided (unit of ownership). 4. Article Third: A registered agent and registered office must be provided. The registered agent must reside in New Hampshire. The registered agent is the person who would receive service of process should the corporation be sued. The registered office is the registered agent’s business address where the registered agent can be found for in-hand service of process. A street/physical address must be provided in addition to the post office box. The sheriff’s department must be able to hand the service of process to the registered agent; it cannot be served to a post office box. 5. Article Fourth: The articles of incorporation must contain the following statement: The sale or offer for sale of any ownership interests in this business will comply with the requirements of the New Hampshire Uniform Securities Act (RSA 421-B). 6. Article Fifth: Purposes must conform to RSA 294-A:1 VI (refer to note 2 above). See RSA 293A:2.02 (b) for additional articles which may be included. 7. Article Sixth: The name and address of all incorporators must be listed. All incorporators must sign both the articles of incorporation and the addendum. 8. Refer to Instructions for Form SRA – Addendum to Business Organization and Registration Forms for assistance in completing that form. 9. The total filing fee to incorporate is $100.00. This is comprised of $50.00 for the articles of incorporation plus $50.00 for the SRA form. PLEASE NOTE: The name will be searched for availability upon receipt of these documents. If the filing has been accepted, you will receive a filed-stamped copy within 30 days. If you do not receive an acknowledgement, please contact our office. Checks are deposited upon receipt. If the check has been cashed, it only indicates we have received the document. A cashed check is not an indication that the document has been accepted and filed. Mail fees, DATED AND SIGNED ORIGINAL AND FORM SRA to: Corporation Division, Department of State, 107 rd North Main Street, Concord NH 03301-4989. Physical location: 25 Capitol Street, 3 Floor, Concord, NH 03301. Form 11PC Instruct American LegalNet, Inc. www.FormsWorkFlow.com State of New Hampshire Filing fee: $50.00 Fee for Form SRA: $50.00 Total fees: $100.00 Use black print or type. Form 11PC RSA 293-A:2.02 & RSA 294-A Form must be single-sided, on 8½” x 11” paper; double sided copies will not be accepted. ARTICLES OF INCORPORATION The undersigned, acting as incorporator(s) of a corporation under the New Hampshire Business Corporation Act, adopt(s) the following articles of incorporation for such corporation: FIRST: The name of the professional corporation is . SECOND: The number of shares the professional corporation is authorized to issue: . THIRD: The name of the professional corporation's initial registered agent is . and the street address, town/city (including zip code and post office box, if any) of its initial registered office is (agent's business address) . FOURTH: The sale or offer for sale of any ownership interests in this business will comply with the requirements of the New Hampshire Uniform Securities Act (RSA 421-B). FIFTH: The professional service(s) as defined in RSA 294-A, including necessary related services, for which the professional corporation is organized are: [If more space is needed, attach additional sheet(s).] Page 1 of 2 Form 11PC Pg 1 American LegalNet, Inc. www.FormsWorkFlow.com ARTICLES OF INCORPORATION Form 11PC (Cont.) SIXTH: The name and address of each incorporator is: Address Name Incorporator(s) Date signed: To receive your ANNUAL REPORT REMINDER NOTICE by email, please enter your email address here: . DISCLAIMER: All documents filed with the Corporation Division become public records and will be available for public inspection in either tangible or electronic form. Mail fees, DATED AND SIGNED ORIGINAL AND FORM SRA to: Corporation Division, Department of State, 107 rd North Main Street, Concord NH 03301-4989. Physical location: 25 Capitol Street, 3 Floor, Concord, NH 03301. Page 2 of 2 Form 11PC Pg 2 (10/2011) American LegalNet, Inc. www.FormsWorkFlow.com Form SRA – Addendum to Business Organization and Registration Forms Statement of Compliance with New Hampshire Securities Laws Part I – Business Identification and Contact Information Business Name: Business Address (include city, state, zip): Telephone Number: E-mail: Contact Person: Contact Person Address (if different): Part II – Check ONE of the following items in Part II. If more than one item is checked, the form will be rejected. [PLEASE NOTE: Most small businesses registering in New Hampshire qualify for the exemption in Part II, Item 1 below. However, you must insure that your business meets all of the requirements spelled out in A), B), and C)]: 1. ____ Ownership interests in this business are exempt from the registration requirements of the state of New Hampshire because the business meets ALL of the following three requirements: A) This business has 10 or fewer owners; and B) Advertising relating to the sale of ownership interests has not been circulated; and C) Sales of ownership interests – if any – will be completed within 60 days of the formation of this business. 2. ____ This business will offer securities in New Hampshire under another exemption from registration or will notice file for federal covered securities. Enter the citation for the exemption or notice filing claimed _________________. 3. ____ This business has registered or will register its securities for sale in New Hampshire. Enter the date the registration statement was or will be filed with the Bureau of Securities Regulation - _____________. 4. ____ This business was formed in a state other than New Hampshire and will not offer or sell securities in New Hampshire. Part III – Check ONE of the following items in Part III: 1. ____ This business is not being formed in New Hampshire. 2. ____ This business is being formed in New Hampshire and the registration document states that any sale or offer for sale of ownership interests in the business will comply with the requirements of the New Hampshire Uniform Securities Act. Part IV – Certification of Accuracy (NOTE: The information in Part IV must be certified by: 1) all of the incorporators of a corporation to be formed; or 2) an executive officer of an existing corporation; or 3) all of the general partners or intended general partners of a limited partnership; or 4) one or more authorized members or managers of a limited liability company; or 5) one or more authorized partners of a registered limited liability partnership or foreign registered limited liability partnership.) I (We) certify that the information provided in this form is true and complete. (Original signatures only) Name (print): Signature: Date signed: Name (print): Signature: Date signed: Name (print): Signature: Date signed: Rev. 3/08 American LegalNet, Inc. www.FormsWorkFlow.com Instructions – Form SRA Instructions for Form SRA – Addendum to Business Organization and Registration Forms Statement of Compliance with New Hampshire Securities Laws This form is required for all businesses being formed or registering in the state of New Hampshire. New Hampshire law requires that before your application for business registration is accepted, you must provide a statement that your business has complied with the state’s securities law. A security is an ownership interest in a business. For example, a share of stock is a security and so is an interest in a limited liability company or a limited partnership. So, for example, if you and your wife own the sole interests in a limited liability company, those interests are securities. Generally, a business that issues securities in New Hampshire must either register the securities with the New Hampshire Bureau of Securities Regulation or claim a valid exemption. There are several exemptions from the requirement to register securities. The most common exemption is the exemption described in Part II, Item 1. Please read the following instructions for each part of Form SRA. These instruction will help you to provide accurate responses. Part I: Please provide the complete business name and address, including number, street, city, state and zip code. The name of the business must exactly match the name that is on the business formation or registration document being submitted with the Form SRA. In addition, please provide the businesses telephone number, e-mail address (if any), a contact person’s name and the contact person’s full address if different from the business address. Part II: One item in Part II must be checked. Check only ONE item in this part. 1. Your business is qualified for the exemption from registration in Item 1 if it meets ALL of the requirement listed in A), B), and C) below: A) The business has 10 or fewer owners. So, for example, if you and your wife are forming a limited liability company and there are no other owners, you meet this requirement for an exemption; AND B) Advertising relating to the sale of ownership interests in your business has not been circulated. Please note that this requirement asks whether you have circulated advertising related to the offer or sale of ownership interests. This requirement does not address advertising related to the sale of your products or services. So, for example, if you advertise that you are selling shares of stock in your corporation, then you do not meet this requirement and cannot claim the exemption; AND C) Sales of ownership interests – if any – will be completed within 60 days of the formation of the business. If you do not intend to sell any further ownership interests in your business, then you meet this requirement for an exemption. If you intend to sell more ownership interests in your business and will complete all sales within 60 days, then you meet this requirement. However, if the sale of any ownership interests will occur after 60 days of the formation of the business, you do not meet this requirement and cannot claim the exemption. If you meet all of these requirements, you may then check off Item 1 and claim this exemption. 2. If you can claim a different registration exemption from the one listed in Item 1 or if you are offering federal covered securities that only require a notice filing in New Hampshire, you should check Item 2. In addition, you must cite the statute for the exemption which you are claiming or for the type of notice filing you are making. -1- Rev. 5/2007 American LegalNet, Inc. www.FormsWorkFlow.com Instructions – Form SRA 3. If a New Hampshire business or a business formed in a state other than New Hampshire intends to offer ownership interests for sale and is not subject to any exemption from registration, the securities must be registered with the Bureau of Securities Regulation. If this is the case, you should check Item 3. In addition, you should provide us with the date that you registered the securities or that you intend to register the securities. 4. If your business was formed in a state other than New Hampshire and you will not offer or sell ownership interests in New Hampshire, you should check Item 4. Your securities do not need to be registered nor do you need to seek an exemption from registration. Part III: One item in Part III must be checked. Check only ONE item in this part. 1. If your business was not formed in New Hampshire, then you should check this item. 2. If your business was formed in New Hampshire, then you should check this item. Part IV: This is a statement certifying the accuracy of all the information contained in the Form SRA. Part IV must be signed. Please note that we cannot accept photocopied signatures for this filing. All signatures must be original. Also, please make note of all individuals who must sign this document: 1) 2) 3) 4) 5) ALL of the incorporators of a corporation to be formed; OR ONE executive officer of an existing corporation; OR ALL of the general partners or intended general partners of a limited partnership; OR ONE or MORE authorized members or managers of a limited liability company; OR ONE or MORE authorized partners of a registered limited liability partnership or foreign registered limited liability partnership. -2- Rev. 5/2007 American LegalNet, Inc. www.FormsWorkFlow.com