Free 58703_llc 07-08 amend.xft - North Dakota

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BUSINESS / FARM / PROFESSIONAL LIMITED LIABILITY COMPANY ARTICLES OF AMENDMENT
SECRETARY OF STATE
SFN 58703 (07-2008)

FOR OFFICE USE ONLY ID Number: WO Number: Filed: By:

FILING FEE: $50.00

TYPE OR PRINT LEGIBLY SEE REVERSE SIDE FOR FEES, FILING AND MAILING INSTRUCTIONS. 2. Federal ID Number 3. Telephone Number 1. The name of the limited liability company as reflected in the Articles of Organization on file with the Secretary of State 4. Complete mailing address of the principal place of business: (Street/RR, PO Box, City, State, Zip+4)

5. Toll-Free Number

6. The following amendment has been adopted pursuant to the provisions of the North Dakota Limited Liability Company Act, N.D.C.C., Chapter 10-32

7. The manner in which an exchange, reclassification, division, combination, or cancellation of membership interests is effected

Membership interests not affected. 8. The amendment shall be effective: (check one) Later on ___________________________________ (month, day, year)

When filed with the Secretary of State

9. "The undersigned, a person authorized by the limited liability company to sign this amendment, has read the foregoing Articles of Amendment, knows the contents thereof, and believes the statements made thereon to be true. I further authorize the Secretary of State to correct numbers 1 and 6 if not correctly reflected." Signature: Date:

10. Name of person to contact about this document

E-Mail Address

Daytime Telephone number and extension, if any.

SFN 58703 (07-2008) Page 2

BUSINESS / FARM / PROFESSIONAL LIMITED LIABILITY COMPANY (LLC) ARTICLES OF AMENDMENT
North Dakota business, farm, and professional LLC'S may amend their Articles of Organization as provided in North Dakota Century Code, Chapter 10-32. FILING FEES: $ 50.00. Additional fees may be required if the LLC amends its name to a name that is the same as or decpetively similar to the name of another organization name registered with the Secretary of State. An additional $10 is required for each consent to use of name. (Checks must be payable to "Secretary of State" and must be for U.S. negotiable funds. Payment may also be made by credit card using VISA, MasterCard, or Discover.) ATTACHMENTS: INITIAL REPORT FOR FARMING OR RANCHING: If a business LLC is converting to a farm LLC, the Initial Report for Farming or Ranching must be filed with the amendment. For a form, contact the Secretary of State's Office for verification of this requirement. ANNUAL REPORT: If a business LLC, farm LLC, or professional LLC amends to another type of LLC, an annual report for the originating LLC structure may be required. Contact the Secretary of State's Office for verification of this requirement. ADDITIONAL REQUIREMENTS: A LLC that amends its name and is the owner of a trademark or trade name, is a general partner named in a fictitious name certificate, or is a general partner in a limited partnership or a limited liability limited partnership, or is a managing partner of a limited liability partnership that is on file with the Secretary of State, it must change or amend the LLC's name in each registration when the LLC files a name change amendment. The following numbers correspond to the numbered sections on the front of this form. 1. 2. Provide the LLC name exactly as currently provided for in the Articles of Organization filed with the Secretary of State. If the name in number 1 is not the name as registered, the name will be corrected by the Secretary of State when the document is received. To properly maintain LLC records, the Federal ID number is requested if the LLC has one. Privacy: In compliance with N.D.C.C., Section 10-32-153.1, social security or Federal ID numbers are not disclosed to the public. They are used by the Secretary of State to maintain accurate LLC files. Therefore, while voluntary disclosure is requested, failure to do so will not result in rejection of the document. 3. 4. 5. 6. The telephone number of the LLC's principal executive office is required. Provide the complete physical and mailing address of the LLC's principal executive office wherever located. This address cannot be only a post office box number. Provide a toll-free telephone number if the LLC has one. Provide the article(s) to be amended. More than one article may be amended on a single amendment form. LLC NAME: If the LLC name is being changed, the name must be in the English language or in any other language expressed in English letters or characters. The name of a business or farm LLC must include the words "limited liability company", or must contain the abbreviation "L.L.C." or "LLC". The name of a professional LLC must include the words "professional limited liability company' or "limited liability company", or must contain the abbreviation "P.L.C.", "PLC", "P.L.L.C." ,"PLLC", "L.L.C." or "LLC". The name may not include such words as "bank", "banker", "banking", "trust", or "trust company", or any other word or words of like import unless the articles of amendment are supported by a written approval for the use from the North Dakota Department of Financial Institutions. These words are preserved by North Dakota law for use by the Bank of North Dakota, state and national banks, and trust companIes. Contact information: ND Department of Financial Institutions 2000 Schafer St Ste G Bismarck, ND 58501-1204 Phone: (701) 328-9933 Email: [email protected] The name may not be the same as, or deceptively similar to, any other name of a registered LLC, corporation, limited partnership, limited liability partnership, limited liability limited partnership, or a name that is in any manner reserved with the Secretary of State. The name may be used if the amendment is accompanied by a signed consent to use of name from the holder of the previously registered name and $10, or by a certified copy of a judgment of a court in this state establishing the prior right of the applicant to the use of the name. Filing of the articles of organization, or any amendment to the name, with the Secretary of State provides protection of the name in North Dakota. However; if a mark is registered with the Patent and Trademark Office in Washington, D.C., the federal registration may supersede the protection afforded by state law. COMMERCIAL OR NONCOMMERCIAL REGISTERED AGENT: A LLC must continuously maintain a commercial or noncommercial registered agent. If an alternate commercial or noncommercial registered agent is being appointed, or if the address of the noncommercial registered agent is being changed, the change can be reflected on this amendment. 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 LLC. A corporation or LLC 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 another LLC is named as a noncommercial registered agent, provide the "correct" name of the organization. (continued)

SFN 58703 (07-2008) Page 3

BUSINESS / FARM / PROFESSIONAL LIMITED LIABILITY COMPANY (LLC) ARTICLES OF AMENDMENT (CONTINUED)
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. Provide the name of the commercial registered agent, OR the name and address of the noncommercial registered agent. If the name of a commercial registered agent 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. If a noncommercial registered agent is being appointed, provide the correct name. If a corporation or another LLC is appointed as registered agent and the name of that organization is not the same as registered, the name will be corrected by the Secretary of State when the document is received. If adequate space is not provided on the form, continue the amendments on a separate sheet of paper as an Attachment. 7. Explain the effect of the amendment to membership interests. Did the amendment cause an exchange, reclassification, division, combination, cancellation, or other effect to membership interests? If the amendment did not affect membership interests, check the box indicating no effect to membership interests. Check the box for the desired effective date. Articles of Amendment may be effective at the time filed by the Secretary of State or within 90 days after filing. If a later date is specified, include the month, day, and year. If neither box is checked, the Articles of Amendment will be effective when the Secretary of State files the document. The amendment must be signed and dated by an individual authorized to sign on behalf of the LLC. List the name, e-mail address, and daytime telephone number of a contact person if this office has any questions or needs additional information to file the Articles of Amendment ASSISTANCE: If assistance is required to complete articles of amendment, contact the Secretary of State. FAX FILING: Documents 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 articles of amendment and fee to:

8.

9. 10.

Secretary of State State of North Dakota 600 E Boulevard Ave Dept 108 Bismarck ND 58505-0500

Telephone: 701-328-4284

Toll Free: 800-352-0867 (8-4284)

Fax: 701-328-2992

Home Page: www.nd.gov/sos

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SECRETARY OF STATE
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