STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS Office of the Secretary of State Division of Business Services 148 W. River Street Providence, Rhode Island 02904-2615 (401) 222-3040 INSTRUCTIONS FOR FILING ARTICLES OF INCORPORATION FOR A PROFESSIONAL SERVICE BENEFIT CORPORATION Sections 7-5.1, 7-5.3 and 7-1.2 of the General Laws of Rhode Island, 1956, as amended The attached form is designed to meet minimal statutory filing requirements pursuant to the relevant statutory provision. This form and the information provided are not substitutes for the advice and services of an attorney and/or tax specialist. 1. To incorporate a professional service benefit corporation, Articles of Incorporation (Form No. 115) must be filed with the Office of the Secretary of State, Division of Business Services, at the above address. When the Articles are completed, signed by each of the incorporators, and submitted with the correct filing fee, a Certificate of Incorporation shall be issued. 2. The minimum filing and license fee is $230.00 for less than 75,000,000 shares of authorized stock. The fee is prorated at 75,000,000 shares. Call the Division of Business Services at the above telephone number for the appropriate fee if the number of authorized shares is 75,000,000 or greater. Checks should be made payable to the Rhode Island Secretary of State. 3. The name of any business entity must be 322distinguishable upon the records of the secretary of state.323 This means the Office of the Secretary of State will deny a request for a name if such name is identical to or not distinguishable from any entity, name reservation, or registration on file with the Business Section of the Division of Business Services. The corporate name shall contain the word 322professional corporation,323 322corporation,323 322incorporated,323 or 322limited," or shall contain an abbreviation of one of the words. A preliminary name availability check can be made by checking the Name Availability Database on our website, or by phoning us at the above telephone number. This preliminary check is not statutorily required, is not binding upon the Secretary of State, and does not ensure that the name will be available upon filing the Articles of Incorporation. It is suggested that you do not make any financial expenditures or execute documents utilizing the name based upon a preliminary name availability check. The final determination as to availability of the name will be made when the documents are submitted for filing. 4. Each benefit corporation shall have and continuously maintain in this state a registered office, which may be, but need not be, the same as its place of business, and a registered agent, which agent may be either an individual resident in this state whose business office is identical with the registered office, or a domestic corporation, or a foreign corporation authorized to transact business in this state, having a business office identical with the registered office. However, in the case where the registered agent of a corporation is an attorney, the business address of the agent need not be identical with the registered office, but may be the usual business address of the attorney. The registered agent so appointed by a corporation shall be an agent of the corporation upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served. 5. The benefit corporation is responsible for filing an annual report each calendar year between January 1 and March 1, beginning with the year following the year of incorporation. A notification will be mailed to the registered agent prior to January 1 each year. Be sure to follow up with your registered agent concerning the filing of this report. Failure to file the Annual Report within the statutory time period will result in a penalty fee of $25.00. Pursuant to Rhode Island General Law 7-5.3-13, each benefit corporation must also record an Annual Benefit Report Statement. This statement is to be remitted on the earlier of (1) one hundred twenty (120) days following the end of the fiscal year of the benefit corporation or (2) the same time that the benefit corporation delivers any other annual report to its shareholders. A sample form can be found at www.sos.ri.gov/business . There is a $10 fee to record this statement. 6. If the benefit corporation is engaged in the practice of engineering pursuant to Section 5-8-24 of the General Laws, evidence of a current certificate of authorization issued by the State Board of Registration for Professional Engineers must be filed with the Secretary of State upon qualification. You may contact the State Board of Registration for Professional Engineers at (401) 462-9592. American LegalNet, Inc. www.FormsWorkFlow.com 7. If the benefit corporation is engaged in the practice of land surveying pursuant to Section 5-8.1-1 of the General Laws, evidence of a current certificate of registration issued by the State Board of Registration for Land Surveyors must be filed with the Secretary of State upon qualification. You may contact the State Board of Registration for Land Surveyors at (401) 462-9595. 8. If the benefit corporation is engaged in the practice of architecture pursuant to Section 5-1-15.1 of the General Laws, evidence of a current certificate of registration issued by the State Board of Examination and Registration of Architects must be filed with the Secretary of State upon qualification. You may contact the State Board of Examination and Registration of Architects at (401) 462-9594. 9. If the benefit corporation is engaged in the practice of landscape architecture pursuant to 5-51-13 of the General Laws, evidence of a current certificate of registration issued by the State Board of Examination and Registration of Landscape Architects must be filed with the Secretary of State upon qualification. You may contact the State Board of Examiners of Landscape Architects at (401) 462-9595. 10. If the benefit corporation is engaged in the practice of law, pursuant to Article II, Rule 10 of the Supreme Court Rules on Admission to the Practice of Law, the applicant must obtain a limited liability entity license from the Rhode Island Supreme Court within thirty (30) days of filing with the Office of the Secretary of State. You may contact the Rhode Island Supreme Court Clerk325s Office at (401) 222-3272. 11. Upon filing Articles of Incorporation, every professional service benefit corporation shall also be required to file a certificate reciting that application has been made to obtain insurance against any liability imposed by law upon the corporation or its employees arising out of the performance of professional services. See Section 7-5.1-8 for further information regarding insurance exclusions and limits. 12. Failure to comply with Nos. 4 and 5 above may result in the revocation of the Articles of Incorporation pursuant to the provisions of Section 7-1.2-1310 of the General Laws, as amended. If you have any questions, please call us at (401) 222-3040, Monday through Friday, between 8:30 a.m. and 4:30 p.m. Instructions/Form 115 Revised: 07/2014 American LegalNet, Inc. www.FormsWorkFlow.com American LegalNet, Inc. www.FormsWorkFlow.com þ American LegalNet, Inc. www.FormsWorkFlow.com