Fill and Sign the Alaska Articles Organization Form

08-430 (Rev. 3/00) www .dced.state.ak.us/bsc/corps.htrm Date:       Amt:       Ck.#:       Name:             Corporation email/website address:       ARTICLES OF ORGANIZATION (Domestic Limited Liability Company) The undersigned person(s) acting as organizers of a limited liability company under the Alaska Limited Liability Act (AS 10.50) hereby adopt the following Articles of Organization: ARTICLE I The name of the Limited Liability Company (LLC) is:             ARTICLE II The purpose for which the LLC is organized:             S.I.C. Codes: Primary       Secondary       Other       ARTICLE III 1. The name of the LLC’s registered agent:             2. The mailing address of the LLC’s registered agent (if the mailing address is a P.O. Box, include a physical address):             ARTICLE IV If applicable, the latest date or event which will cause the LLC to cease to exist:                               08-430 (Rev. 3/00) www .dced.state.ak.us/bsc/corps.htrm ARTICLE V 1. The affairs of the LLC will be: (check one box) Managed by the members Managed by a manager 2. If applicable, the name and address of the LLC’s manager (optional):             3. If member managed, the names and addresses of the LLC’s members (optional):                   Attach list of additional names if necessary. ARTICLE VI If applicable, the terms and conditions restricting a member’s ability to assign their interest in the LLC:                         Attach additional pages if necessary. Attach additional pages for including any other optional articles governing the regulation of the internal affairs of the LLC, consistent with this Act and the laws of this state. Signed this       day of       ,       . Name _____________________________________________ _____________________________________________ _____________________________________________ _____________________________________________ _____________________________________________ 08-430 (Rev. 3/00) www .dced.state.ak.us/bsc/corps.htrm BUSINESS CLASSIFICATION CODES AGRICULTURE, FORESTRY & FISHING 5000 Wholesale Trade - Durable Goods 0100 Agricultural Production – Crops 5100 Wholesale Trade - Nondurable Goods 0200 Agriculture Production - Livestock 0700 Agricultural Services (Inc. Animal, Livestock & Landscape RETAIL TRADE Services) 0800 Forestry 5200 Building Materials, Hardware, Garden Supply & Mobile Home 0900 Fishing, Hunting & Trapping Dealers 5300 General Merchandise Stores MINING 5400 Food Stores 5500 Automotive Dealers & Gasoline Service Stations 1000 Metal Mining 5600 Apparel & Accessory Stores 1200 Coal Mining 5700 Home Furniture, Furnishing & Equipment Stores 1300 Oil & Gas Extraction 5800 Eating & Drinking Places 1400 Mining and Quarrying of Nonmetallic Minerals, except Fuels 5900 Miscellaneous Retail CONSTRUCTION FINANCE, INSURANCE & REAL ESTATE 1500 General Building Contractors 6000 Depository Institutions 1600 Heavy Construction other than Building Construction 6100 Nondepository Credit Institutions Contractor 6200 Security & Commodity Brokers, Dealers Exchanges & 1700 Special Trade Construction Contractors Services 1800 Construction Exempt from Contractor Licensing 6300 Insurance Carriers 6400 Insurance Agents, Brokers, and Service MANUFACTURING 6500 Real Estate 6700 Holding & Others Investment Offices 2000 Food & Kindred Products 2100 Tobacco Manufacturers SERVICES 2200 Textile Mill Products 2300 Apparel & Other Textile Products 7000 Hotels, Rooming Houses, Camps & Other Lodging Places 2400 Lumber & Wood Products, except Furniture 7200 Personal Services 2500 Furniture & Fixtures 7300 Business Services 2600 Paper & Allied Products 7500 Auto Repair Services & Parking 2700 Printing & Publishing and Allied Industries 7600 Misc. Repair Services 2800 Chemicals & Allied Products 7800 Motion Pictures 2900 Petroleum Refining and Related Industries 7900 Amusement & Recreation Services 3000 Rubber & Misc. Plastic Products 8000 Health Services 3100 Leather & Leather Products 8100 Legal Services 3200 Stone, Clay, Glass & Concrete Products 8200 Educational Services 3300 Primary Metal Industries 8300 Social Services 3400 Fabricated Metal Products except Machinery and 8400 Museums, Art Galleries & Botanical & Zoological Gardens Transportation Equipment 8600 Membership Organizations 3500 Industrial/Commercial Machinery & Computer Equipment 8700 Engineering, Accounting, Research, Management & Related 3600 Electronic & Other Electrical Equipment & Components Services except Computer Equipment 8800 Private Households (Domestic Services) 3700 Transportation Equipment 8999 Misc. Services, not elsewhere classified (Artists, Writers) 3800 Measuring, Analyzing & Controlling Instruments, Photographic, Medical & Optical Goods; Watches & Clocks 3900 Misc. Manufacturing Industries elsewhere classified (Artists, Writers) TRANSPORTATION & PUBLIC UTILITIES 4000 Railroad Transportation 4100 Local & Suburban Transit & Interurban Highway Passenger Transportation 4200 Motor Freight Transportation & Warehousing 4300 U.S. Postal Service 4400 Water Transportation 4500 Air Transportation 4600 Pipelines, Except Natural Gas 4700 Transportation Services 4800 Communication 4900 Electric, Gas & Sanitary Services WHOLESALE TRADE 08-430 (Rev. 3/00) www .dced.state.ak.us/bsc/corps.htrm INFORMATION ON FORMING A LIMITED LIABILITY COMPANY UNDER THE ALASKA LIMITED LIABILITY ACT On June 8, 1994, the Alaska Limited Liability Act was signed into law. The effective date for the Act is July 1, 1995. If the formed LLC meets one or two of these characteristics, it will be treated as a partnership for tax purposes. If the LLC meets more than two of these characteristics, it will be treated as a corporation for tax purposes by the state and the IRS. When organizing and LLC, Alaska’s Act allows members to choose characteristics which best fit the business purposes of the entity. It is assumed that most persons forming an LLC will desire to form in such a manner as to receive the more favorable tax treatment of a partnership. Since limited liability is a default provision of the Act, extreme caution must be exercised in drafting the articles of organization to avoid adopting characteristics which would cause the LLC to be treated as a corporation for tax purposes. IF YOU REQUIRE ADDITIONAL ASSISTANCE IN COMPLETING ARTICLES OF ORGANIZATION, OR ARE UNCLEAR OF THE TAX LIABILITIES INVOLVED, YOU ARE STRONGLY ADVISED TO SEEK THE SERVICES OF AN ATTORNEY OR CERTIFIED PUBLIC ACCOUNTANT. THE DIVISION IS PROHIBITED FROM RESPONDING TO QUESTIONS REGARDING THESE MATTERS. An operating agreement is not required to be submitted with articles of organization, therefore, the Division will not file operating agreements. However, members of an LLC are encouraged to adopt and maintain an operating agreement relating to the management and regulation of the business affairs of the LLC. The articles of organization may restrict or eliminate the power of members to adopt, amend, or repeal an operating agreement. INSTRUCTIONS ON FILING ARTICLES OF ORGANIZATION One or more persons may form a Limited Liability Company by signing and delivering to the Division an original and exact copy of Articles of Organization. The submitted documents must be in dark, legible print on paper which is no larger than 8 x 11 inches. The articles should contain a statement that they are being filed under the provisions of the Alaska Limited Liability Act. The fee for submitting Articles of Organization is $250.00 ($150.00 filing fee plus a biennial license fee of $100.00). Effective July 1, 1995, Alaska Statute 10.50.075 requires that the articles of organization set out: 1. The name of the limited liability company. The name must contain the words “limited liability company,” or the abbreviation LLC. The name may not contain the words “city” or “borough,” or otherwise imply that the company is a municipality. The name must be distinguishable from trade names on record with the Division of Banking, Securities, and Corporations. 2. The purpose for which the LLC is organized, and a list of the Standard Industrial Classification (S.I.C.) codes that best describe its activities (see S.I.C. code list attached). 3. The name, mailing address, and physical address (if different from the mailing address) of the LLC’s registered agent. The agent must be an individual or a corporation authorized to transact business in this state. 4. If applicable, the latest date or event which will cause the LLC to cease to exist. 5. Whether the business affairs of the LLC are to be conducted by the members or by a manager, and the names and addresses of those members or the manager (names and addresses optional). 6. If applicable, the terms and conditions restricting a member’s ability to assign their interest in the LLC. The Articles of Organization must be signed by one or more individuals acting as organizers of the LLC. Send the original and an exact copy of Articles of Organization together with a check or money order in the amount of $250.00 payable to the State of Alaska to: Department of Community and Economic Development Division of Banking, Securities, and Corporations P.O. Box 110808 Juneau, Alaska 99811-0808 08-430 (Rev. 3/00) www .dced.state.ak.us/bsc/corps.htrm