INSTRUCTIONS: ARTICLES OF INCORPORATION BCA-2.10

“Articles of Incorporation BCA-2.10 Step 1”

Enter the name of the corporation in section 1.  Make sure the corporation’s name contains one of the following: “Corporation,” Company,” “Incorporated,” “Limited,” or an abbreviated version.  If you reserved the name for the corporation, attach this form.

“Articles of Incorporation BCA-2.10 Step 2”

Enter the name of the corporation’s registered agent in section 2.  List the address of the initial registered office below agent’s information. 

“Articles of Incorporation BCA-2.10 Step 3”

Provide the purpose of the corporation in section 3.  If additional space is needed, attach additional sheets.  Make sure the business practice is lawful under the Illinois Business Corporation Act. 

“Articles of Incorporation BCA-2.10 Step 4”

Provide the class, number of shares authorized, number of proposed issued shares, the consideration received in the first paragraph of section 4.  List the total value of the authorized shares below.  In the second paragraph, state information about the preferences, qualifications, limitations, restrictions, and other special information about shares in each class.  You’ll likely need an additional sheet for this information. 

“Articles of Incorporation BCA-2.10 Step 5”

State the number of directors for the initial board of directors in section 5a.  Provide names and addresses for people serving as directors until the first meeting is held by the shareholders in 5b. 

“Articles of Incorporation BCA-2.10 Step 6”

State the following estimated values in section 6:

·         value of property owned by corporation in following year

·         value of property located in Illinois in following year

·         gross amount of transacted business during following year

·         gross amount of transacted business in Illinois for following year

“Articles of Incorporation BCA-2.10 Step 7”

Each incorporator needs to provide their signature and address at the bottom of the form. 

“Articles of Incorporation BCA-2.10 Step 8”

Attach any supplemental forms to this document and figure out your filing fee.  The assessed franchise tax is $1.50 per $1,000 on paid-in capital in the state of Illinois.  The minimum initial franchise tax is $25, therefore, the smallest filing fee is $175 with the franchise tax and filing fee.

“Articles of Incorporation BCA-2.10 Step 9”

  Make a copy of this completed form and all attached documents.  Provide the filing fee in a money order or check made payable to Secretary of State.  Mail this form to the following address:

Secretary of State

Department of Business Services

501 S. Second St, Rm. 350

Springfield, IL 62756

INSTRUCTIONS: MINNESOTA LLP STATEMENT OF QUALIFICATION

Use this form to register as a limited liability partnership in the state of Minnesota.  This form is fairly user-friendly and easy to fill out, but you should still consult with an attorney while completing this form. 

“Minnesota LLP Statement of Qualification Step 1”

Enter the name of the partnership in section 1.  The limited liability partnership needs one of the following designations in its name: Registered Limited Liability Partnership, Limited Liability Partnership, R.L.L.P., L.L.P, RLLP, or LLP.  Make sure the name is available at the following link before submitting this form: www.sos.state.mn.us. 

“Minnesota LLP Statement of Qualification Step 2”

In section 2, provide the street address for the chief executive office of the limited liability partnership—even if the office is out of state. 

“Minnesota LLP Statement of Qualification Step 3”

If the Minnesota office is different from the chief executive office, provide this address in section 3. 

“Minnesota LLP Statement of Qualification Step 4”

If the limited liability partnership does not have any office in the state of Minnesota, state the name and address of the agent in section 4.  The name agent will receive any service of process in the future. 

“Minnesota LLP Statement of Qualification Step 5”

This document will become effective on the date the Secretary of State files the document.  If the limited liability partnership wants to postpone the effective date, provide a specific date in section 5. 

“Minnesota LLP Statement of Qualification Step 6”

At least two partners need to sign the bottom of this form.  If an agent is signing for other parties, they need to provide their signature in the indicated box followed by this phrase: [name] and as agent for [names of other parties].” 

“Minnesota LLP Statement of Qualification Step 7”

Enter an email address the Secretary of State can use to forward important messages.  Also, provide a name and telephone for correspondence on questions about the form. 

“Minnesota LLP Statement of Qualification Step 8”

The filing fee for this form is $135.00.  Make the check payable to MN Secretary of State.  You can mail the forms or personally deliver the forms to the following address:

Minnesota Secretary of State – Business Services

Retirement Systems of Minnesota Building

60 Empire Drive, Suite 100

St Paul, MN 55103

INSTRUCTIONS: APPLICATION FOR REINSTATEMENT 635_1666

A formerly dissolved limited partnership can use this form to reestablish the partnership in the state of Iowa.  Follow these instructions carefully. 

“Application for Reinstatement 635_1666 Step 1”

State the name of the limited partnership on the date the dissolution occurred in line 1.  DO NOT provide a new name for the partnership on this line.

“Application for Reinstatement 635_1666 Step 2”

On line 2, indicate the date when the administrative dissolution occurred.  Provide the day, month, and year. 

“Application for Reinstatement 635_1666 Step 3”

State why the grounds for dissolution did not exist in the first place or the grounds have been eliminated in line 3.  According to §488.809 of the Iowa Code, the Secretary of State can dissolve a partnership if:

1. It does not pay a fee, tax, or penalty due to the State within 60 days after the due date.

2. It does not send its biennial report to the Secretary of State within 60 days after the due date. 

“Application for Reinstatement 635_1666 Step 4”

Make sure the name of the limited partnership satisfies requirements under §488.108.  The name of the limited partnership may contain the name of any partner and needs to contain the term “limited partnership,” L.P.,” or “LP.”

Make sure to regard subsection 4 of §488.810 as well.  The limited partnership cannot voluntarily give up its right to retain a name if the reinstatement occurs within five years of the dissolution. 

“Application for Reinstatement 635_1666 Step 5”

A general partner needs to sign the bottom of this form.  Indicate the name of the limited partnership above the signature, and make sure the signatory provides their title and dates the form as well. 

“Application for Reinstatement 635_1666 Step 6”

The filing fee for this form is $5.00.  Make the check payable to Secretary of State.  Make a copy of the document and send both the original and copy to the following address:

Secretary of State

Business Services Division

Lucas Building, 1^st Floor

Des Moines, IA 50319