Free Microsoft Word - 08-570 Statement of Conversion-Domestic Entity without AK Entity # Converting to Foreign Business Corp FORM.d - Alaska

THE STATE
of

ALASKA

Department of Commerce, Community, and Economic Development Division of Corporations, Business and Professional Licensing Corporations Section

State Office Building, 333 Willoughby Avenue, 9th Floor PO Box 110806, Juneau, AK 99811-0806 Phone: (907) 465-2550 Fax: (907) 465-2974 Email: [email protected] Website: http://commerce.alaska.gov/cbpl/corp

STATEMENT OF CONVERSION
Specifically for

A Domestic (Alaskan) Entity without an AK Entity Number Converting to a Foreign (Non-Alaskan) Business Corporation
which will continue to conduct business in Alaska as a qualified (on record with the division) Foreign Business Corporation
Under the Alaska Entity Transaction Act AS 10.55.401-10.55.406

$375.00 filing fee.
$ 25.00 Statement of Conversion (non-refundable) $350.00 Articles of Incorporation (non-refundable)

INSTRUCTIONS FOR STATEMENT OF CONVERSION (Please retain for your records):
IMPORTANT: This form is to be used only if the foreign (non-Alaskan) business corporation (listed in Item # 2 on the Statement of Conversion) will continue to be doing business in Alaska. If the converted foreign business corporation will not be doing business in Alaska, then you must use form 08-588, Any Domestic (Alaskan) Entity Converting to an Unqualified Domestic (Alaskan) or Foreign (Non-Alaskan) Entity Not Conducting Business in Alaska. WHAT IS A CONVERSION? Conversion (when an entity changes/transforms from one type of entity into a different type of entity) means a transaction authorized by AS 10.55.401-10.55.406, with the exception of the entities excluded under AS 10.55.110. Under this: Any domestic (Alaskan) entity may convert to a foreign (non-Alaskan) business corporation if the conversion is authorized by the law of the foreign jurisdiction. NOTICE: The Statement of Conversion must be filed in conjunction with Certificate of Authority (attached to this form) for a foreign (non-Alaskan) Business Corporation and the applicable $350.00 fee (which are already included in the above stated filing fees). ITEM 1: Provide the name of the converting (changing from) domestic (Alaskan) entity and type of entity (changing from). ITEM 2: Provide the name of the converted (changing to) foreign (non-Alaskan) business corporation (which will continue to conduct business in the State of Alaska after the conversion).
___________________________________________________________________________________________________________ Statement of Conversion: Domestic Entity without AK Entity # Converting to Foreign Business Corp.

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A business corporate name must contain the word "corporation," "company," "incorporated," or "limited," or an abbreviation of one of these words. The corporate name may not contain a word or phrase that indicates or implies that the corporation is organized for a purpose other than the purpose contained in its articles of incorporation. A corporate name must be distinguishable upon the record. To search the availability of the legal name of the corporation in the State of Alaska go to the above website, click License Search, and select Search Corporations Database. NOTE: the name of the converted business corporation in Item #2 on the Statement of Conversion must match the name in Article #1 on the Certificate of Authority attached to this filing.



ITEM 3: (Optional) The future effective date of conversion, if different from date of filing, must be a specific future date and cannot exceed 90 days from date of filing. ITEM 4: This statement is required by statute. Please read through and verify. ITEM 5: The converted (changing to) entity is a foreign (non-Alaskan) business corporation, which will continue to be conducting business in Alaska as a foreign business corporation after the conversion, must complete the Certificate of Authority attached to this form. ITEM 6: The Statement of Conversion must be signed on behalf of the converting (changing from) entity (listed in Item #1 on the Statement of Conversion) in the following manner: If the converting entity is a corporation, it must be signed by an officer of the corporation. If the converting entity is not a corporation, it must be signed by the person authorized by said entity. If the converting entity is in the hands of a receiver, trustee, or other court-appointed fiduciary, it must be signed by said fiduciary. Provide the printed name of the signer, the full title/capacity of the authorized signer, the name of the entity that the individual is representing, and signature of the individual authorized to sign. NOTE - Signatures: Per AS 10.55.609, persons who sign documents to be filed with the commissioner that are known by the person to be false in material respects are guilty of a class A misdemeanor. NOTE - Plan of Conversion -OR- Statement of Conversion: Do not send both together. Submit either the Statement of Conversion OR the plan of converseion that is signed on behalf of all entities and contains all the information required to be in the Statement of Conversion and is delivered to the Division for filing after the plan has been adopted and approved by all entities. Sending both the plan of conversion and the Statement of Conversion together may cause delays in processing time. SUBMITTAL: Please submit forms and payment together. Mail the Statement of Conversion (form 08-570) and the $375.00 non-refundable filing fee in U.S. dollars to: o State of Alaska, Corporations Section, PO Box 110806, Juneau, AK 99811-0806 If faxing the form please include the Credit Card Payment form with the appropriate fees. Do not email forms or payment. STANDARD PROCESSING TIME for complete and correct applications submitted to this office is approximately 10-15 business days. All applications are reviewed in the date order they are received.

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IMPORTANT: This form is to be used only if the foreign (non-Alaskan) business corporation (listed in Item # 2 on the Statement of Conversion) will continue to be doing business in Alaska. If the converted foreign business corporation will not be doing business in Alaska, then you must use form 08-588, Any Domestic (Alaskan) Entity Converting to an Unqualified Domestic (Alaskan) or Foreign (Non-Alaskan) Entity Not Conducting Business in Alaska.

INSTRUCTIONS FOR CERTIFICATE OF AUTHORITY
These instructions are specific for the Certificate of Authority which must be attached to the Statement of Conversion (form 08-570) ITEM 1: Legal Name of Corporation Provided the name of the foreign (non-Alaskan) business corporation: A corporate name must contain the word "corporation," "company," "incorporated," or "limited," or an abbreviation of one of these words. The corporate name may not contain a word or phrase that indicates or implies that the corporation is organized for a purpose other than the purpose contained in its articles of incorporation. A corporate name must be distinguishable upon the record. To search the availability of the legal name of the corporation in the State of Alaska go to the above website, click License Search, and select Search Corporations Database. NOTE: The name of the business corporation in Item #1 in the Certificate of Authority must match the name in Item #2 on Statement of Conversion portion of this filing.

The business corporation must be in good standing in their state of domicile, before we can issue a certificate of authority, please check the box to confirm the business corporation is in good standing/compliance in their state of domicile. Note: as proof, the division may ask for a certificate of good standing/compliance, less than 60 days old, from the state of domicile. ITEM 2: Assumed Name The name the corporation elects to use if the legal name in the state of domicile is already in use by another entity in Alaska. To search the availability of the legal name of the corporation in the state of Alaska, go to the Corporations above website, click License Search, and select Search Corporations Database. ITEM 3: State of Domicile, Date of Incorporation, Duration Indicate the state of domicile, or "home state"; date of incorporation in the state of domicile (mm/dd/yyyy format); and the duration. Duration is the life expectancy of the corporation in Alaska. It may be a specific future date of less than 100 years. If there is no expected end date, select the "perpetual" box, indicating the corporation plans to transact business uninterrupted for an undeterminable amount of time. ITEM 4: Disclosure of Corporate Purposes The purpose describes activities of the corporation at the time of filing and may include "any lawful." In addition to purpose, also include the NAICS code where indicated. NAICS code may not conflict with the purpose listed. For a complete list of NAICS codes go to the above website and select Line of Business/Alaska NAICS Code under General Information. ITEM 5: Registered Agent Per Alaska Statues a corporation shall (must) continuously (without interruption) maintain in this state (Alaska only) a registered agent and a registered office.
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The registered agent of this foreign (non-Alaskan) business corporation must be an individual who is a resident of Alaska, or a corporation (excluding LLC, LP and LLP) registered and in good standing with this office. The registered agent is statutorily responsible for receiving and forwarding processes, notices, or demands to the last known address of the business corporation. A corporation may not act as its own registered agent. A physical address and a mailing address in the State of Alaska must be given.

For more information go to the above website and select Registered Agents FAQs. ITEM 6: Principal Office Address Provide the physical and mailing address of the business corporation in the state or country of domicile. ITEM 7: Alien Affiliate Defined in AS 10.06.990 as a person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, a corporation subject to this chapter: 1. An individual who is not a citizen or national of the United States, or who is not lawfully admitted to the United States for permanent residence, or paroled into the United States under the Immigration and Nationality Act (8 U.S.C. 1101 - 1525, as amended): 2. A person, other than an individual, that was not created or organized under the laws of the United States or of a state, or whose principal place of business is not located in any state; or 3. A person, other than an individual, that was created or organized under the laws of the United States or of a state, or whose principal place of business is located in a state, and that is controlled by a person described in (1) or (2) of this paragraph. If there are no alien affiliates indicate by entering "None". ITEM 8: Authorized Shares All for-profit business corporations must provide the number of authorized shares ­ the maximum number of shares that a corporation is legally permitted to issue. Zero (0) is not an acceptable quantity. If there is more than one class or series of authorized shares, please provide this information. Par value is the nominal value or dollar value of the original cost of a share and has no relation to market value. ITEM 9: Issued Shares Issued shares are the number of authorized shares (from Item #8) which have been issued and held by shareholders of a company. Provide the number, class, and series of issued shares, if any. Par value is the same as in Item #8. If shares have been issued, you must complete Item #10: Shareholders. ITEM 10: Shareholders List the names and mailing addresses of persons owning 5% or more of any class of shares, and the percentage owned by each person. Please note: do not include confidential information such as Social Security Numbers, driver's license numbers or date of birth, as this record is public information. If there are issued shares, you must complete Item #9: Issued Shares.

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ITEM 11: Officers and Directors List the names and mailing addresses of the officers and directors of the business corporation. You may attach an additional 8.5" x 11" page, if necessary. Please note: do not include confidential information such as Social Security Numbers, driver's license numbers or date of birth, as this record is public information. SIGNATURES: Per AS 10.55.405(d) the Certificate of Authority filed with the Statement of Conversion (form 08-570) does not need to be signed; the Statement of Conversion portion of this filing must be signed.

ADDITIONAL RESOURCES: Professional Licensing Section: For information regarding what professions require a professional license, statutes, how to obtain a professional license, and/or the expiration date if you already have a professional license, visit the Professional Licensing website at http://commerce.alaska.gov/cbpl/pl. NOTICE: if a professional license is owned by an entity and there is a change in the entity then the professional license may be impacted. Contact the appropriate professional licensing examiner. Business Licensing Section: For the privilege of engaging in a business in the State of Alaska, a business license is required for a new entity. For information regarding business licenses, statutes, and how to obtain a business license, visit the Business Licensing website at http://commerce.alaska.gov/cbpl/bl. NOTE: a change in the ownership of a business license requires a new business license. Alaska Corporate Net Income Tax: Every corporation earning gross income from sources within the state, except for those corporations that are specifically exempted, must file a corporation net income tax return. Contact the Alaska Department of Revenue, Tax Division, PO Box 110420, Juneau, Alaska, 99811-0420, telephone number (907) 465-2320 for more information.

___________________________________________________________________________________________________________ Statement of Conversion: Domestic Entity without AK Entity # Converting to Foreign Business Corp.

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COR
THE STATE
of

ALASKA

Department of Commerce, Community, and Economic Development Division of Corporations, Business and Professional Licensing Corporations Section
State Office Building, 333 Willoughby Avenue, 9th Floor PO Box 110806, Juneau, AK 99811-0806 Phone: (907) 465-2550 Fax: (907) 465-2974 Email: [email protected] Website: http://commerce.alaska.gov/cbpl/corp

STATEMENT OF CONVERSION
Specifically for

A Domestic (Alaskan) Entity without an AK Entity Number Converting to a Foreign (Non-Alaskan) Business Corporation
which will continue to conduct business in Alaska as a qualified (on record with the division) Foreign Business Corporation
Under the Alaska Entity Transaction Act AS 10.55.401-10.55.406

$375.00 filing fee.
$ 25.00 Statement of Conversion (non-refundable) ($25 Corp Fee) $350.00 Certificate of Authority (non-refundable) ($200 Corp Tax + $150 Corp Fee) NOTICE: The Certificate of Authority must be submitted as an attachment. Pursuant to the provisions of Alaska Statutes 10.55.405, excluding entities stated in AS 10.55.110, a domestic (Alaskan) entity may convert (change from one type of entity to a different type of entity) to a foreign (nonAlaskan) business corporation by submitting the following statement: ITEM 1: Name of the converting (changing from) entity:

State of Domicile (changing from):

Type of Entity (changing from):

Alaska
ITEM 2: Name of the converted (changing to) foreign (non-Alaskan) business corporation (which will continue to conduct business in Alaska after the conversion) must contain the word "corporation", "company", "incorporated", "limited" or an abbreviation of one of these words. (Note: the name of the business corporation in Item #2 on the Statement of Conversion must match the name in Item #1 on the Certificate of Authority attached to this filing):

State of Domicile or Jurisdiction (changing to):

Type of Entity (changing to):

Business Corporation
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ITEM 3: (Optional) The future effective date of conversion, if different from date of filing, must be a specific future date and cannot exceed 90 days from date of filing. Future effective date (mm/dd/yyyy format): ___/___/_____. ITEM 4: The conversion has been approved in accordance with AS 10.55.401-10.55.406.

ITEM 5: The converted (changing to) entity is a foreign (non-Alaskan) business corporation, which will continue to be conducting business in Alaska as a foreign business corporation after the conversion, must complete the Certificate of Authority attached to this form. ITEM 6: The Statement of Conversion must be signed on behalf of the converting (changing from) entity (listed in Item #1 above) in the following manner: If the converting entity is a corporation, it must be signed by an officer of the corporation. If the converting entity is not a corporation, it must be signed by the person authorized by said entity. If the converting entity is in the hands of a receiver, trustee, or other court-appointed fiduciary, it must be signed by said fiduciary. Provide the printed name of the signer, the full title/capacity of the authorized signer, the name of the entity that the individual is representing, and signature of the individual authorized to sign. Signature Printed Name Title and entity that is represented Date

NOTE - Signatures: Per AS 10.55.609, persons who sign documents to be filed with the commissioner that are known by the person to be false in material respects are guilty of a class A misdemeanor. SUBMITTAL: Please submit forms and payment together. Mail the Statement of Conversion (form 08-570) and the $375.00 non-refundable filing fee in U.S. dollars to: o State of Alaska, Corporations Section, PO Box 110806, Juneau, AK 99811-0806 If faxing the form please include the Credit Card Payment form with the appropriate fees. Do not email forms or payment. STANDARD PROCESSING TIME for complete and correct applications submitted to this office is approximately 10-15 business days. All applications are reviewed in the date order they are received. IMPORTANT: This form is to be used only if the foreign (non-Alaskan) business corporation (listed in Item # 2 on the Statement of Conversion) will continue to be doing business in Alaska. If the converted foreign business corporation will not be doing business in Alaska, then you must use form 08-588, Any Domestic (Alaskan) Entity Converting to an Unqualified Domestic (Alaskan) or Foreign (Non-Alaskan) Entity Not Conducting Business in Alaska.

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Statement of Conversion: Domestic Entity without an AK Entity # Converting to Foreign Business Corp.

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CERTIFICATE OF AUTHORITY
Specifically for

A Foreign (non-Alaskan) Business Corporation with Statement of Conversion
Under AS 10.06.730 and the Alaska Entity Transaction Act AS 10.55.401-10.55.406

Pursuant to AS 10.55.405 the converted entity's public organic document must be submitted as an attachment to this Statement of Conversion. Pursuant to Alaska Statutes 10.06.730, the undersigned foreign (non-Alaskan) business corporation applies for a Certificate of Authority and, for that purpose, submits the following: ITEM 1: Legal name of the business corporation must contain the word "corporation", "company", "incorporated", "limited" or an abbreviation of one of these words. (Note: the name of the business corporation in Item #1 of the Certificate of Authority must match the name in Item #2 on the Statement of Conversion portion of this filing.):

This foreign entity is active and in good standing in the state/country of domicile. ITEM 2: The assumed name the corporation elects to use in Alaska if the legal name is not available:

ITEM 3: The state of domicile, or "home state"; date of incorporation in the state of domicile (mm/dd/yyyy format); and the duration, or "life expectancy" of the corporation: State of domicile: Date of Incorporation: Duration: ___/___/_____ ___/___/_____ Perpetual ITEM 4: Indicate the purpose of the corporation (may include "any lawful") and, separately, the 6 digit NAICS Industry Grouping Code that most clearly describes the initial activities of the business company: Purpose: NAICS code:

ITEM 5: Registered agent name and address (must include a physical and mailing address in Alaska): Name: Physical address in Alaska: City: Mailing address in Alaska: City: State: ALASKA Zip Code: State: ALASKA Zip Code:

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ITEM 6: Principal office address of the corporation wherever located: Name: Physical address: City: Mailing address: City: State: Zip Code: State: Zip Code:

ITEM 7: Name and address of each alien affiliate (if there are no alien affiliates, indicate "none"): Name: Mailing address: City: State/Province: Country:

Attach additional sheet if more than one alien affiliate. ITEM 8: Authorized Shares: the number of authorized shares, class, series (if applicable) and par value: Common Preferred
# of Authorized shares (zero is not an acceptable #) Class Series Par value

Common Preferred
# of Authorized shares (zero is not an acceptable #) Class Series Par value

ITEM 9: Issued Shares: the number of authorized shares which have been issued to shareholders: Common Preferred
# of Issued Shares Class (may be equal to or less than # of authorized in Item #8 above) Series Par Value (same as item #8 above)

Common Preferred
# of Issued Shares Class (may be equal to or less than # of authorized in Item #8 above) Series Par Value (same as item #8 above)

NOTE: If authorized shares have been issued (per Item # 9) then you must complete item #10 to provide shareholder information.

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ITEM 10: Shareholders: Name and address of each person/entity owning 5% or more of the issued shares or 5% of any class of issued shares and the percentage of the issued shares owned by that person. If there are no person/entity owning 5% or more please indicate with "NONE". Name Mailing address City State ZIP code % Issued
shares held

Attach a separate 8.5" x 11" sheet, if necessary. Note: if there are shareholders (per Item #10 above) then Item #9 must be completed to provide the number of issued shares. ITEM 11: The names and mailing addresses of the officers and directors of the corporation: Title President Vice President Secretary Treasurer Director Director Attach a separate 8.5" x 11" sheet, if necessary. Note: Please do not include confidential information such as Social Security Numbers, driver license numbers or date of birth as this record is public information. SIGNATURES: Per AS 10.55.405(d) the Certificate of Authority filed with the Statement of Conversion (form 08-570) does not need to be signed; the Statement of Conversion portion of this filing must be signed. STANDARD PROCESSING TIME for complete and correct applications submitted to this office is approximately 10-15 business days. All applications are reviewed in the date order they are received. Name Mailing address City State ZIP code

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COR
THE STATE
of

ALASKA

Department of Commerce, Community, and Economic Development Division of Corporations, Business and Professional Licensing Corporations Section
State Office Building, 333 Willoughby Avenue, 9th Floor PO Box 110806, Juneau, AK 99811-0806 Phone: (907) 465-2550 Fax: (907) 465-2974 Email: [email protected] Website: http://commerce.alaska.gov/cbpl/corp

CONTACT INFORMATION SHEET
Please return this document with your filing. This information may be used by the division to assist with processing the attached filings. (NOTE: this form will not be filed for record or appear online.) ENTITY NAME as it appears on this filing: Alaska Entity #:

QUESTIONS/PROBLEMS - The division may send any problems regarding this filing to: Company: ATTN: Mailing Address: City: Phone: Email: State: Zip Code:

FILED DOCUMENTS ­ Documents filed for record pertaining to this filing may be sent to: Check this box if you want filed for record documents returned to the address listed above. If you want the filed for record documents sent to a different address, please complete the following: Company: ATTN: Mailing Address: City: State: Zip Code:

SUBMITTAL: Please submit forms and payment together. STANDARD PROCESSING TIME for complete and correct applications submitted to this office is approximately 10-15 business days. All applications are reviewed in the date order they are received.
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Contact Information Sheet

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