INSTRUCTIONS: ARTICLES OF MERGER 08-452N

This form is used for the merger between corporations or non-profits.  As defined by Alaska Statute, the merger is executed by each corporation’s president, vice president, and its secretary.  The corporation’s board of directors must approve the plan for the merger. 

“Articles of Merger 08-452N Step 1”

Place the names and Alaska entity number in Article 1.  If more space is needed for additional corporations, attach a separate sheet.  Article 2 is for the name of the surviving corporation.  Provide its Alaska entity number if applicable as well. 

“Articles of Merger 08-452N Step 2”

Article 3 requires the attachment of the Plan of Merger to this form.  The Plan of Merger must contain the following:

·         names of merging corporations and the name of the surviving corporation

·         terms and conditions within the proposed merger

·         a statement highlighting the changes in the articles of incorporation for the surviving corporation

·         any other details about the merger determined as necessary

“Articles of Merger 08-452N Step 3”

Article 4 calls for the name of the merging corporation, the date on which plan of merger was adopted, and who adopted the plan of merger.  If the plan was adopted by the members of the corporation, check either box in section A.  If the plan was adopted by the board of directors, check either box in part B.  There is room for three corporations.  If more space is needed, attach a separate sheet. 

“Articles of Merger 08-452N Step 4”

Provide the name the merging corporation, the signatures of the corporation’s president or vice president, the signature of the secretary of assistant secretary, and a date of the signatures in Article 5.  Each merging corporation is required to sign the bottom of this form. 

“Articles of Merger 08-452N Step 5”

The Articles of Merger cannot be filed when a biennial report is due or signatures on this form fail to match those of the Corporation on record. 

“Articles of Merger 08-452N Step 6”

A filing fee of $25.00 is required along with the Articles of Merger.  A Contact Information Sheet is also required to contact a corporation’s representative in case there are any problems with the Articles of Merger.  Send the documents and the filing fee to the following address:

State of Alaska

Corporations Section

PO Box 110806

Juneau, AK 99811-0806

INSTRUCTIONS: ARTICLES OF AMENDMENT (PROFIT CORPORATION) (Sample)

This form is a sample and cannot be filed electronically.  This form needs filed electronically, and all paper forms will be rejected.  Corporations submitting this document are strongly encouraged to use the assistance of an attorney.  This form is used to make changes to the original Articles of Organization.

“Articles of Amendment (Profit Corporation) (Sample) Step 1”

Provide the ID number from the Secretary of State on the first line of this form. 

“Articles of Amendment (Profit Corporation) (Sample) Step 2”

If you’re changing the name of the corporation, provide the name of the corporation before the change of name in part 1.  Enter the new name for the organization on the next line.  Leave part 2 blank if name of the corporation is staying the same. 

“Articles of Amendment (Profit Corporation) (Sample) Step 3”

If you’re changing the name of the corporation and the name uses any of the restricted words, check the appropriate box in part 3.

“Articles of Amendment (Profit Corporation) (Sample) Step 4”

If there are any other amendments, part 4 asks for the applicant to attach separate pages describing the amendments to the first Articles of Organization.

“Articles of Amendment (Profit Corporation) (Sample) Step 5”

If the amendment applies to the exchange, reclassification or cancellation of issued shares, part 5 requires the applicant to explain the changes and provisions for implementing the changes on a separate sheet. 

“Articles of Amendment (Profit Corporation) (Sample) Step 6”

In part 6, provide a date on the provided line if the amendments to the Articles of Organization are less than permanent.  If the amendments is perpetual, check the appropriate box and leave the first line blank in part 6. 

“Articles of Amendment (Profit Corporation) (Sample) Step 7”

If the corporation wants to delay the implementation of the amendments, provide a date on the line provided in part 7. 

“Articles of Amendment (Profit Corporation) (Sample) Step 8”

Provide the name and address of the person or entity responsible for filing this amendment in part 8.  The incorporators must provide their signatures at the bottom of this form as well.  Speak within an attorney for more information.