Free 51734 07-08 FLLC Amend COA.xft - North Dakota

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COMPLETE, PRINT, SIGN AND FAX OR MAIL

AMENDED CERTIFICATE OF AUTHORITY FOREIGN LIMITED LIABILITY COMPANY APPLICATION
SECRETARY OF STATE

FOR OFFICE USE ONLY ID Number WO Number By

SFN 51734 (07-2008) Filed SEE REVERSE SIDE FOR FEES, FILING AND MAILING INSTRUCTIONS 1.A. The application MUST be accompanied by ALL of the following: B. The following MAY be required: Filing fee of $50 If amending the name, a current Certificate of Fact verifying the name change certified by the government officer of the state or country where Articles of Organization are filed. TYPE OR PRINT LEGIBLY Foreign Business Foreign Professional Signed consent to use of name and fee of $10 Trade Name Registration and fee of $25

For reference, see North Dakota Century Code, Section 10-32-140. 3. Reason for Amended Certificate of Authority Name changed Correction 5. Federal ID Number

2. Type of limited liability company applying for amended certificate of authority (check one)

4. Name of limited liability company EXACTLY as currently authorized by the North Dakota Secretary of State

6. Name of limited liability company as amended, EXACTLY as it appears on Certificate of Fact from state or country of origin

7. If applicable, provide the trade name and complete the Trade Name Registration form if the selected trade name is not already registered in North Dakota. Only provide the trade name in this line if: a) The "new" limited liability company name is not in the form as required of limited liability companies in North Dakota. b) The Secretary of State has notified the limited liability company that its "new" name is the same as or deceptively similar to a name already registered, and the limited liability company is unable to obtain consent to use of name from the previous filer or a certified copy of a final decree of a court of competent jurisdiction establishing prior right of this limited liability company to use of the name in North Dakota. c) The limited liability company does not wish to use or protect its "new" name in North Dakota and chooses to use a name other than its limited liability company name.

8. Complete address of principal executive office: (Street/RR, PO Box, City, State, Zip+4) which may not only be a post office box number

9. State or country where 10. Date when limited liability company will expire in organized state or country of origin: (month, day, year) or indicate "perpetual" 13.A. Name of commercial registered agent in North Dakota

11. Telephone Number

12. Toll-Free Telephone Number

OR

13.B.

Name of noncommercial registered agent in North Dakota

13.C. Address of noncommercial registered agent in North Dakota: (Street/RR, PO Box, City, State, Zip+4) May not be only a post office box.

14. Nature of business or activities the limited liability company conducts or intends to conduct in the State of North Dakota

15. MANAGERS

MANAGERS AND GOVERNORS OF THE LIMITED LIABILITY COMPANY
Check box if manager also serves as governor Street/RR

COMPLETE MAILING ADDRESS PO Box City

State

Zip+4

Managing Member Managing Member If needed, attach sheet to add names of additional managers or governors. 16. "The undersigned has read the foregoing application, knows the contents thereof, and believes the statements are true. I further authorize the Secretary of State to correct numbers 4, 6, 9, 13A, and 13B if not correctly reflected." Date: Signature 17. Name of person to contact about this document E-Mail Address Daytime telephone number and extension, if any

SFN 51734 (07-2008) Page 2 INSTRUCTIONS FOR AMENDED CERTIFICATE OF AUTHORITY FOREIGN LIMITED LIABILITY COMPANY APPLICATION A foreign limited liability company holding a Certificate of Authority in the State of North Dakota must promptly apply for an Amended Certificate of Authority: a) When the limited liability company changes its name, or b) When statements on the application for Certificate of Authority or its last Amended Certificate of Authority are no longer correct, or were not correct at the time of filing. An Amended Certificate of Authority is not required if only the following changes occurred: The commercial or noncommercial registered agent, or the address thereof, has changed. This change may be effected by filing the Commercial or Noncommercial Registered Agent Statement of Change. The address of the principal executive office has changed. This address can be changed by notifying the Secretary of State by phone or in writing. The names and addresses of the managers or governors of a limited liability company have changed. Changes to the names and addresses of the managers or governors may be recorded on the next Annual Report required to be filed by the limited liability company. The following numbers correspond to the numbered sections on the front of this form. 1. A. The application for Amended Certificate of Authority MUST be accompanied by the following: Filing fee of $50. (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, Master Card, or Discover.) If amending the name, a current, ORIGINAL Certificate of Fact verifying the name change certified by the government officer of the state or country where Articles of Organization are filed. A copy or certified copy of Articles of Amendment is not acceptable. The certificate must have been certified within 90 days of the date of application. B. The application for Amended Certificate of Authority may be required to be accompanied by the following: Signed consent to use of name and fee of $10 when the limited liability company is already aware of a conflict with its name as amended. Trade Name Registration and fee of $25 when the limited liability company assumes a name, other than its name as amended, for use in North Dakota. 2. Indicate whether the application is being submitted for an Amended Certificate of Authority for a foreign business limited liability company or a foreign professional limited liability company. 3. Indicate whether the Amended Certificate of Authority is required as a result of an amendment to the name or correction of other information disclosed on the application for Certificate of Authority or the last application for Amended Certificate of Authority. 4. Provide the limited liability company name EXACTLY as provided on the Certificate of Authority or last Amended Certificate of Authority issued by the North Dakota Secretary of State. If the name in number 4 is not the same as currently reflected on the Certificate of Authority or the last Amended Certificate of Authority, the name will be corrected by the Secretary of State when the document is received. 5. To properly maintain corporate records, the Federal ID number is requested. 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 limited liability company files. Therefore, while voluntary disclosure is requested, failure to do so will not result in rejection of the application. 6. If the name is being amended, provide the correct limited liability company name as amended in the state or country of organization. Punctuation and abbreviations must be consistent with those in the name on the certificate from the government officer of the state or country where Articles of Organization are filed. If the name in number 6 is not the same as reflected on the Certificate of Fact, the name will be corrected by the Secretary of State when the document is received. 7. Provide the trade name and the Trade Name Registration form with $25 if the limited liability company cannot use its amended name because: a) The limited liability company name is not in the form as required of a limited liability company in North Dakota. The name must be in the English language or any other language expressed in English letters or characters. The name must include the words "limited liability company" or the abbreviation "L.L.C." or "LLC". If a foreign limited liability company's name does not contain these words or one of the abbreviations, the limited liability company must elect one to be used in North Dakota. The application must be rejected if an election is not made and the limited liability company name in number 4 is not in compliance with this requirement. b) The name of a foreign professional limited liability company shall contain words or abbreviations required or authorized by the laws of the jurisdiction in which it is organized. For reference, see N.D.C.C., Sections 10-32-136 or 10-31-05. c) The North Dakota Secretary of State has notified the limited liability company that its amended name is the same as or deceptively similar to a name already registered and the limited liability company is unable to obtain consent to use of name from the previous filer or a certified copy of a final decree of a court of competent jurisdiction establishing prior right of this limited liability company to use of the amended name in North Dakota. North Dakota law provides that a limited liability company name may not be the same as, or deceptively similar to, a name previously registered with the Secretary of State. The name may be used if the limited liability company obtains a court decree or signed consent to use of name that is submitted with a fee of $10. The applicant must draft the consent to use of name since a form for the consent is not prescribed by the Secretary of State. If consent to use of name cannot be obtained, a trade name (dba) must be elected. d) The limited liability company does not wish to use or protect its amended name in North Dakota and chooses to use a trade name instead. TRADE NAMES: A limited liability company may choose to use any trade name (dba) in addition to its limited liability company name in North Dakota. The trade name must be registered with the Secretary of State. However, the trade name should not be provided in number 5, except as described above. Instead, complete and attach the Trade Name Registration and fee of $25 for each assumed name. Contact the Secretary of State's office for the Trade Name Registration form. 8. Provide a complete address of the executive office of the limited liability company, wherever located. In this section, an address must include a street or rural address, a postal box number if applicable, and the city, state and zip code with 4 digit extension. This address cannot only be a post office box number. 9. Identify the state or country in which the limited liability company is organized. If the state or country of origin in number 9 is not the same as reflected on the Certificate of Authority as issued, the state or country will be corrected by the Secretary of State when the document is received.

(continued)

SFN 51734 (07-2008) Page 3 INSTRUCTIONS FOR AMENDED CERTIFICATE OF AUTHORITY FOREIGN LIMITED LIABILITY COMPANY APPLICATION (CONTINUED) 10. Provide the date (month, day, year) on which the limited liability company will expire in the state or country of origin. 11. The telephone number of the executive office of the limited liability company is required. 12. Provide a toll-free telephone number if the limited liability company has one. 13. A foreign limited liability company must continuously maintain a commercial or noncommercial registered agent and address in North Dakota. A foreign limited liability company 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. 13A. 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 13A 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 13B. If a noncommercial registered agent is being appointed, provide the correct name. If a corporation or another limited liability company is appointed as registered agent and the name of that organization in number 13B is not the same as registered, the name will be corrected by the Secretary of State when the document is received. 13C. 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. 14. Describe the business activities or professional services which the limited liability company intends to conduct in North Dakota. 15. List the names and complete mailing addresses of the managers and governors. A foreign professional limited liability company must list all members and managers who will practice the profession in North Dakota. If the space provided is not adequate, attach a list of additional managers and governors. 16. The application must be dated and signed by a person authorized by the limited liability company. 17. 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 application. ASSISTANCE: If assistance is required to complete the application, call 701-328-2904. EXPEDITING PROCESS: Be sure to complete number 17. If documents are being submitted by someone other than the company, provide a cover letter with the name and telephone number of the responsible individual so that any deficiencies can be remedied by telephone. 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 application 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 documents and filing fees to: 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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