FOR OFFICE USE ONLY ID Number PROFESSIONAL LIMITED LIABILITY PARTNERSHIP REGISTRATION WO Number SECRETARY OF STATE SFN 50239 (07-2008) Filed 1. FILING FEES 2. $ 35.00 A. New registration with two managing partners Each additional managing partner (not to exceed $250) 3.00 B. Amended registration 25.00 3. By This registration is a(n) New registration Amended registration Attach a certificate from the North Dakota regulating board of the profession involved certifying that each of the partners is licensed to practice the profession. For reference, see North Dakota Century Code, Chapters 10-31 and 45-22. TYPE OR PRINT LEGIBLY SEE REVERSE SIDE FOR FEES, FILING AND MAILING INSTRUCTIONS. 4. Name of the professional limited liability partnership 5. Federal ID Number 6. Complete mailing address of principal executive office which may not be only a post office box (Street/RR, PO Box if applicable, City, State, Zip+4) 8. Telephone Number 7. Effective date of registration (check box) At the time of filing with the Secretary of State 9. Toll-Free Telephone Number At a later date within 90 days as specified _________________________ (month, day, year) 10. The profession practiced in North Dakota 11A. Name of commercial registered agent in North Dakota OR 11B. Name of noncommercial registered agent in North Dakota 11C. Address of noncommercial registered agent in North Dakota: (Street/RR, PO Box, City, State, Zip+4) May not be only a post office box. 12. Names of all partners who will practice in North Dakota, their Social Security/Federal ID Number's, and their residence addresses Check box if partner is a managing partner NAME SOCIAL SECURITY/ FEDERAL ID NUMBER Street/RR COMPLETE MAILING ADDRESS PO Box City State Zip +4 13. "The partnership elects to be a professional limited liability partnership as provided by North Dakota Century Code, Chapters 10-31 and 45-22. The undersigned managing partners have read the foregoing registration, know the contents thereof, and believe the statements made thereon to be true. The undersigned further authorizes the Secretary of State to correct number 11A or 11B if not correctly reflected." Signature Date Signature Date Signature Date Signature Date Signature Date Signature Date 14. Name of person to contact about this document E-Mail Address Daytime Telephone Number American LegalNet, Inc. www.FormsWorkFlow.com SFN 50239 (07-2008) Page 2 INSTRUCTIONS FOR PROFESSIONAL LIMITED LIABILITY PARTNERSHIP (LLP) REGISTRATION A professional LLP must file a Professional Limited Liability Partnership Registration with the Secretary of State. Anyone acting as a LLP without a registration in effect is jointly and severally liable for all debts and liabilities incurred or arising as a result. The following numbers correspond to the numbered sections on the front of this form. 1. FILING FEES: New registration with two managing partners $35 For each additional managing partner $3 (but not to exceed $250) Amended registration $25 (Checks must be payable to "Secretary of State" and must be for U.S. negotiable funds. The Secretary of State accepts credit card payments using VISA, MasterCard, or Discover.) 2. Indicate whether the application is being submitted for a new registration or an amended registration. 3. Attach a certificate from the North Dakota regulating board of the profession identified in number 10 certifying that each of the partners who will practice the profession in North Dakota is licensed to practice in North Dakota. 4. Provide the name of the LLP. The name must include the words "professional limited liability partnership" or "limited liability partnership", or the abbreviations "P.L.L.P.", "PLLP", L.L.P. or LLP. The name may not be the same as, or deceptively similar to, any corporate name, limited liability company name, trade name, limited partnership name, LLP name, limited liability limited partnership name, or a name which is in any manner reserved with the Secretary of State. 5. A LLP's Federal ID number is helpful to maintain accurate records. Please provide if you have one. Privacy: In compliance with North Dakota Law, Federal ID numbers and social security numbers are not disclosed to the public. They are used by the Secretary of State to maintain accurate limited liability partnership files. Therefore, while voluntary disclosure is requested, failure to do so will not result in rejection of the registration. 6. Provide a complete address of the principal executive office of the LLP. In this section, an address must include a street or rural address, a postal box if applicable, and the city, state and zip code with 4 digit extension. This address cannot only be a post office box number. 7. Check either box to define the effective date of the LLP. A LLP may be effective at the time the registration is filed by the Secretary of State, or at a later date within 90 days after the filing. If a later effective date is preferred, specify the date (month, day and year). If neither box is checked, the registration will be effected when filed with the Secretary of State. 8. The telephone number of the principal executive office of the LLP is required. 9. Provide a toll-free telephone number if the LLP has one. 10. Identify the profession the LLP intends to practice in North Dakota. COMMERCIAL OR NONCOMMERCIAL REGISTERED AGENT: A LLP must continuously maintain a commercial or noncommercial registered agent and address in North Dakota. A LLP cannot serve itself as its registered agent. A commercial registered agent must be registered as a commercial registered agent with the North Dakota Secretary of State. The appointed agent can verify their status as a commercial registered agent from their acknowledged filing and from the list of commercial registered agents maintained on the Secretary of State's website at www.nd.gov/sos. A noncommercial registered agent may be one of the following: a) An individual residing in North Dakota, b) A domestic or foreign corporation, or c) A domestic or foreign limited liability company. A corporation or limited liability company appointed as a noncommercial registered agent must be registered with the Secretary of State, be in good standing, and have a business address in North Dakota. If a corporation or limited liability company is named as a noncommercial registered agent, provide the "correct" name of the organization. Seek the approval of the party before naming them as the commercial or noncommercial registered agent. Proof of the approval is not required to be filed with the Secretary of State. 11A. 11B. If a commercial registered agent is being appointed, provide the correct name as registered with the North Dakota Secretary of State. If the name in number 9A is not the same as registered by the commercial registered agent, the name will be corrected by the Secretary of State when the document is received. OR If a noncommercial registered agent is being appointed, provide the correct name. If a corporation or limited liability company is appointed as registered agent and the name of that organization in number 9B is not the same as registered, the name will be corrected by the Secretary of State when the document is received. 11C. If a noncommercial registered agent is being appointed, provide the complete address in North Dakota which may not be only a post office box. Leave this line blank if a commercial registered agent is appointed. 12. List the names, Social Security or Federal ID numbers, and complete mailing addresses of all partners who will practice the profession in North Dakota. (See Privacy statement in number 6.) If adequate space is not provided to list all practicing partners, attach an additional schedule listing all others. Designate the managing partners by checking the box after their names. 13. The registration must be dated and signed by one or more managing partners authorized by the LLP. 14. List the name, email address and daytime telephone number of a contact person if this office has any questions or needs additional information to file this registration. (continued) American LegalNet, Inc. www.FormsWorkFlow.com SFN 50239 (07-2008) Page 3 INSTRUCTIONS FOR PROFESSIONAL LIMITED LIABILITY PARTNERSHIP (LLP) REGISTRATION (CONTINUED) ASSISTANCE: If assistance is required to complete the form, contact the Secretary of State. FAX FILING: A document and Credit Card Payment Authorization may be faxed to 701-328-2992. A faxed filing does not expedite the process of the document in the office of the Secretary of State. EMAIL: Email is not a secure utility for the transmission of private information or credit card authorizations. DO NOT EMAIL YOUR DOCUMENT TO THE SECRETARY OF STATE. MAILING INSTRUCTIONS: Send the form and filing fee to: Telephone: 701-328-4284 Secretary of State State of North Dakota 600 E Boulevard Ave Dept 108 Bismarck ND 58505-0500 Toll Free: 800-352-0867 (84284) Fax: 701-328-2992 Web Site: www.nd.gov/sos ANNUAL REPORT: An annual report is required of a professional LLP on April 1st in the year after filing the Professional Limited Liability Partnership Registration. Annual report forms are mailed to the registered agent. CREDIT CARD PAYMENT AUTHORIZATION SECRETARY OF STATE SFN 51478 (11-06) (All items required to complete transaction) Amount Authorized Name City Address VISA Account Number Master Card State Zip Code Signature (Required by credit card companies) Discover V Number Card Expires Month Year - Date American LegalNet, Inc. www.FormsWorkFlow.com