REG-C-EA (08-05) STATE OF NEW JERSEY DIVISION OF REVENUE Mail to: PO Box 308 Trenton, NJ 08646 BUSINESS ENTITY AMENDMENT FILING FEE REQUIRED Complete the following information and sign in the space provided. Please note that once filed, the information on this page is considered public. Refer to the instructions for delivery/return options, filing fees and field-by-field requirements. Remember to remit the appropriate fee amount for this filing. Use attachments if more space is required for any field, or if you wish to add articles for the public record. A. Business Name:_________________________________________________________________________________________________________ Business Entity NJ 10-digit ID number: _____ _____ _____ _____ _____ _____ _____ _____ _____ _____ B. Statutory Authority for Amendment: _______________________________________________ (See Instructions for List of Statutory Authorities) C. ARTICLE __________________ OF THE CERTIFICATE of the above referenced business is amended to read as follows. (If more space is necessary, use attachment) D. Other Provisions: (Optional)______________________________________________________________________________________________ E. Date Amendment was Adopted:____________________ F. CERTIFICATION OF CONSENT/VOTING: (If required by one of the following laws cited, certify consent/voting) N.J.S.A. 14A:9-1 et seq. or N.J.S.A 15A:9-1 et seq., Profit and Non-Profit Corps. Amendment by the Incorporators Amendment was adopted by unanimous consent of the Incorporators. N.J.S.A 14A:9-2(4) and 14A:9-4(3), Profit Corps., Amendment by the Shareholders Amendment was adopted by the Directors and thereafter adopted by the shareholders. Number of shares outstanding at the time the amendment was adopted __________________, and total number of shares entitled to vote thereon ______________. If applicable, list the designation and number of each class/series of shares entitled to vote: List votes for and against amendment, and if applicable, show the vote by designation and number of each class/series of shares entitled to vote: Number of Shares Voting for Amendment Number of Shares Voting Against Amendment ** If the amendment provides for the exchange, reclassification, or cancellation of issued shares, attach a statement indicating the manner in which same shall be effected. N.J.S.A. 15A:9-4, Non-profit Corps., Amendment by Members or Trustees does not have members. The corporation has If the corporation has members, indicate the number entitled to vote _______, and how voting was accomplished: At a meeting of the corporation. Indicate the number VOTING FOR _____ and VOTING AGAINST _____. If any class(es) of members may vote as a class, set forth the number of members in each class, the votes for and against by class, and the number present at the meeting: Number of Members Voting for Amendment Voting Against Amendment Class Adoption was by unanimous written consent without a meeting. If the corporation does not have members, indicate the total number of Trustees ___________________, and how voting was accomplished: At a meeting of the corporation. The number of Trustees VOTING FOR ______________ and VOTING AGAINST ______________. Adoption was by unanimous written consent without a meeting. G. AGENT/OFFICE CHANGE New Registered Agent: ___________________________________________________________________________________________________ Registered Office: ( Must be a NJ street address) Street__________________________________________________________________ City _______________________ Zip ________________ H. SIGNATURE(S) FOR THE PUBLIC RECORD (See Instructions for Information on Signature Requirements) Signature_________________________________________________Title ____________________________________________ Date _____________ Signature_________________________________________________Title ____________________________________________ Date _____________ The above-signed certifies that the business entity has complied with all applicable NJ statutory filing requirements -3 9 American LegalNet, Inc. www.FormsWorkflow.com INSTRUCTIONS BUSINESS CHANGE AND AMENDMENT FORM (REG-C-L and REG-C-EA) I. GENERAL INSTRUCTIONS A. Use the appropriate form for filing: 1. Sole Proprietorships and Partnerships should use Form REG-C-L, Sections A - F to report changes in tax/wage registration, and mail changes to the Division of Revenue, Client Registration Bureau, PO Box 252, Trenton, NJ 08646-0252. 2. Business Entities - i.e. Foreign or domestic corporations, limited partnerships, limited liability companies and limited liability partnerships, should use Form REG-C-L, Section A -F (page 37) to report changes in address, seasonal business cycles or tax/wage collection status only. Amendments to articles recorded in the original certificate of the business entity, including name changes, must be reported on page 39 (REG-C-EA). Business entities may submit Changes/Amendments through one of the service options listed in these instructions (page 21) along with the correct FEE amount for filing an amendment. (See FEE Schedule below.) NJ authorized corporations may not use the Business Change/Amendment Form to DISSOLVE, CANCEL, WITHDRAW, MERGE OR CONSOLIDATE. Contact the Division of Revenue at (609) 292-9292 to obtain forms and instructions for these transactions. These forms may also be downloaded from the New Jersey Business Gateway Service at www.state.nj.us/njbgs/. REMEMBER TO TYPE OR MACHINE PRINT ALL AMENDMENT FILING SUBMISSIONS. B. For Delivery/Return Options for Amended Business Filings, please see page 21, items 2a-2c. C. Fee Schedule for Business Entity Amendment Filings 1. Basic Filing Fees a. Filing fees for all corporate and limited partnership amendments is $75 per filing. b. Filing fee for all limited liability company and limited liability partnership amendments is $100 per filing. c. Filing fee for corporate and limited partnership agent changes is $25 per filing. d. Filing fee for limited liability company and limited liability partnership agent changes is $25 per filing. 2. Service Fees and Other Optional Fees (All added to basic fees above if selected, see page 21 Items 2a-2c for service options) a. Expedited service per filing request for corporations, non-profits and LP transactions is $15.00. Expedited service per filing for LLC and LLP transactions (8.5 business hour turnaround for over-thecounter and FAX requests) is $25.00. b. Same day service for FAX requests only, fee is $50.00 per filing. c. Fax page transmission, fee is $1 per page for all filings that are FAXED back through the FAX filing service. d. Certified copy fee for accepted filings is $25 per copy. -3 5 American LegalNet, Inc. www.FormsWorkflow.com II. LINE BY LINE REQUIREMENTS FOR BUSINESS AMENDMENT FILING (REG-C-EA) A. Business Name and NJ 10-digit ID number - List the Business Entity name as currently reflected on the State’s public records system and the NJ 10-digit ID number. B. Statutory Authority for Amendment - In accordance with the following table, state the statutory authority for the amendment. Business entities seeking only to change registered office/agent may leave this blank. Business Entity Type Amendment By: St atutory Authority (NJSA Ti l ) t E t r i F e d B te o ne n il Domestic Profit Corps . Incorporators 14A:9-1 et seq. Domestic Non-Profit Corps . Domestic Profit Corps . 15A:9-1 et seq. Shareholders 14A:9-2(4) & 14A:9-4(3) Domestic Non-Profit Corps . Members or Trustees 15A:9-4 Foreign Profit Corps . The Business Entity 14A:13-6 Foreign Non-Profit Corps . 15A:13-6 All Limited Liability Companies The Business Entity 42:2B All Limited Partnerships The Business Entity 42:2A All Limited Liability Partnerships The Business Entity 42 C-E. Amendment Details - List the Article being amended and the type of certificate being amended. Recite the details of the amendment, including a new name change if applicable. Provide other provisions and an adoption date. The “Other Provisions” field may not be used to indicate the adoption of an Alternate name. Form C-150G is used for Alternate name registration. If you are changing the corporate name, provide a designator that indicates the type of business entity--for example: Inc, Corp., Corporation, Ltd., Co., or Company for a corporation; Limited Liability Company or L.L.C. for a Limited Liability Company; Limited Partnership or L.P. for a Limited Partnership, Limited Liability Partnership or L.L.P. for Limited Liability Partnership. The Division of Revenue will add an appropriate designator if none is provided. ** Remember that the name must be distinguishable from other names on the State’s data base. The Division of Revenue will check the proposed name for availability as part of the filing process. If desired, you can reserve/register a name prior to submitting your filing. To obtain information about reservation/registration services and fees, visit the Division's Web site at www.state.nj.us/njbgs/ or call (609) 292-9292 MondayFriday, 8:30 a.m. - 4:30 p.m. F. Certification of Consent/Voting - If applicable, pursuant to the statutes listed, provide the requested information on consent/voting relative to the proposed amendment. MARK THE METHOD of consent or voting employed to adopt the amendment, and where applicable, provide the requested details associated with the chosen method. G. Change of Agent/Office - If you are changing the registered agent or office or both, provide the following information as applicable: 1. New Registered Agent - Enter one agent only - the agent may be an individual or a corporation duly registered and in good standing with the State Treasurer; and/or 2. New Registered Office - Provide a New Jersey street address. A Post Office Box may be used only if the street address is listed as well. H. Signatures for the Public Record - If a corporate amendment is being filed by the incorporators, then the incorporators and only the incorporators may sign. For all other corporate amendments, the Chairman of the Board, president or vice-president must sign. For Limited partnerships, at least one general partner must sign. For all other entities, an authorized partner or representative must sign. -3 6 American LegalNet, Inc. www.FormsWorkflow.com