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PUBLIC REGULATION COMMISSION CORPORATIONS BUREAU CHARTERED DOCUMENTS DIVISION P.O. BOX 1269 SANTA FE, NEW MEXICO 87504-1269 (505) 827-4511 REQUIREMENTS FOR DISSOLUTION OF A NEW MEXICO LIMITED LIABILITY COMPANY (53-19-38 TO 53-19-46 NMSA 1978) FILING FEES: Articles of Dissolution, $25 (submit a signed original of the articles, together with a duplicate copy which may be either signed or photocopied; the duplicate copy and a Certificate of Dissolution will be returned for the company's records). The following fees apply only if you want an additional copy or copies to be certified: $25 per certified copy; if you do not provide the extra copy, a reproduction fee of $1 per page, minimum $10 is charged in addition to the $25 certification fee. Payment of fees must be made by check or money order, made payable to the New Mexico Public Regulation Commission (NMPRC). The PRC does not accept cash payment for any fees. FILING : Except as may be provided in the Articles of Organization or an operating agreement, the business and affairs of the limited liability company shall be wound up by 1) the person(s) designated in writing by members holding a majority of the voting power of all members; 2) the members or managers who have authority to manage the limited liability company; or 3) a court, upon application of any member who shows cause. Such person or persons shall file with the commission: (1) the signed original of the Articles of Dissolution, together with a duplicate copy which may be either signed or photocopied; and (2) $25 filing fee. If the commission determines that the documents delivered for filing conform with the provisions of the Limited Liability Company Act, it shall, when all required filing fees have been paid, retain the signed original in the files of the commission and return the duplicate together with a Certificate of Dissolution. EXECUTION OF DOCUMENTS: The Articles of Dissolution shall be executed (signed) by the persons named in the Articles of Dissolution as having authority to wind up the business and affairs of the company, with the printed name next to each signature and the capacity in which he/she signs. NOTE: Please refer to the New Mexico Limited Liability Company Act (53-19-1 to 53-19-74, NMSA 1978) for the complete statutes governing a limited liability company. A copy of the statutes can be obtained from this office at your request. The Corporations Bureau can only act in an administrative capacity. We cannot offer you legal advice or opinion on your particular filing. We recommend that you consult with your own attorney and accountant if you have any legal questions concerning your limited liability company. INCLUDED IN THIS PACKET ARE INSTRUCTIONS FOR COMPLETING OUR FORMS. PLEASE FOLLOW THESE INSTRUCTIONS CAREFULLY. Please visit our website at: www.nmprc.state.nm.us

DOCUMENTS MUST BE TYPED OR PRINTED LEGIBLY Instructions For Completing Form DLLC-DV (Articles of Dissolution)
Article One: Enter the complete limited liability company name, as it currently appears on the records of the commission, and the NMPRC# (charter ID number found on the Certificate of Organization). Article Two: (Part One) Enter the date the original Articles of Organization were filed with the commission. (Part Two) Enter the dates any amendments and/or restatements to the Articles of Organization were filed with the commission. Article Three: Select the applicable statement pertaining to the particular event causing the dissolution. Article Four: The articles will be effective on the date of filing with the commission, or on the date (month/day/year) specified in this article. Article Five: Enter the name and address of each person who has authority to act for the company in connection with the winding up of its business and affairs, which may be the person designated in writing by members holding a majority of the voting power of all members, or the members or managers who have authority to manage the limited liability company, or a court, or as may be otherwise provided in the Articles of Organization or an operating agreement. Article Six: Check "YES" only if this statement is applicable. Date and Execution: Enter the date the document was executed (signed). The articles must be signed by each person named in Article Five. The printed name and the capacity in which the person is signing must appear next to each signature.

SUBMIT ORIGINAL AND A COPY TYPE OR PRINT LEGIBLY

Limited Liability Company ARTICLES OF DISSOLUTION

The undersigned, acting with authority under Section 53-19-41 NMSA 1978 of the New Mexico Limited Liability Company Act, adopt the following Articles of Dissolution: ARTICLE ONE: The name of the limited liability company is (include NMPRC#): _________________ _____________________________________________________________________________________ ARTICLE TWO: The date of filing of the Articles of Organization is: _____________________. The dates of filing of any amendments and restatements to the Articles of Organization are: ___________ _____________________________________________________________________________________. ARTICLE THREE: The event causing the dissolution is (select the applicable statement): ____ an event specified in the Articles of Organization or an operating agreement, which is as follows (describe the specific event; attach additional page if needed):____________________________________________. ____ upon the written consent of members having a majority share of the voting power of all members. ____ a majority interest of the remaining members do not give their written consent to continue the business of the limited liability company within ninety days after the occurrence of an event of dissociation. ARTICLE FOUR: If the articles are not to be effective upon filing, the effective date is: ______________. ARTICLE FIVE: The name and address of each person who has authority to act for the limited liability company in connection with the winding up of its business and affairs is: NAME ADDRESS

ARTICLE SIX (check only if applicable): ____YES The winding up of the business and affairs of the limited liability company is being supervised by a court pursuant to the provisions of Paragraph (2) of Subsection A of Section 42 (53-19-42 NMSA 1978) of the Limited Liability Company Act. Dated: ______________________________ Signatures of persons authorized to act for the limited liability company: Printed name and title: ____________________________________ _______________________________________ ____________________________________ _______________________________________ ____________________________________ _______________________________________ Form DLLC-DV (revised 7/03)